DEF 14A of Rigel Pharmaceuticals Inc
Filed Apr 10, 2024 · FY20230001140361-24-019133
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified. The Board presently has eight members. We expect that the Board will consist of seven members following the Annual Meeting, as Gary Lyons, one of our directors whose term expires at the 2024 Annual Meeting of Stockholders, will cease to be a director upon the expiration of his term at the conclusion of the Annual Meeting. Each of the nominees listed below are currently directors of the Company. If elected at the Annual Meeting, each of these nominees would serve until the 2027 annual meeting and until their successor is elected and has qualified, or sooner in the event of the director’s death, resignation or removal. It is Rigel’s policy to encourage directors and nominees for director to attend the Annual Meeting. All of our directors attended the 2023 Annual Meeting of Stockholders. In a contested election, which is an election in which the number of nominees exceeds the number of directors to be elected, our directors will be elected by a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors at that Annual Meeting. In a non-contested election involving incumbent directors, our Bylaws provide that, if the votes cast “For” an incumbent director nominee do not exceed the number of “Withhold” votes, the incumbent director will offer to tender his or her resignation to the Board. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether a director nominee has been elected. The Corporate Governance, Health Care Compliance Oversight and Nominating Committee of the Board will review the circumstances surrounding the “Withhold” vote and promptly make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. In making its decision, the Board will evaluate the best interests of Rigel and our stockholders and will consider all factors and relevant information. The Board will act on the Corporate Governance, Health Care Compliance Oversight and Nominating Committee’s recommendation and publicly disclose its decision, as well as the rationale behind it, within 90 days from the date of certification of the stockholder vote. The director who tenders his or her resignation will not participate in the Corporate Governance, Health Care Compliance Oversight and Nominating Committee’s recommendation or the Board’s decision. In the event that any nominee should become unavailable for election as a result of an unexpected occurrence, the proxies will be voted for the election of a substitute nominee or nominees proposed by the Corporate Governance, Health Care Compliance Oversight and Nominating Committee of the Board. Each person nominated for re-election has agreed to serve if re-elected, and the Board has no reason to believe that any nominee will be unable to serve on the Board if re-elected. The Corporate Governance, Health Care Compliance Oversight and Nominating Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Corporate Governance, Health Care Compliance Oversight and Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who have diversity of personal and professional background, complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Board views as critical to effective functioning of the Board. Specifically, this has included engaging a professional consultant to identify diverse candidates meeting the Board’s criteria, and consideration of gender, social, underrepresentation, and cultural diversity in the Board’s and the Company’s long-term planning. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Board to believe that the nominee should continue to serve on the Board. However, each member of the Board may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members of the Board.
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
Rigel is committed to increasing the diversity of our Board of Directors. We believe that the mission of the Company is best served by a Board of Directors that both fosters and embodies diversity in all its dimensions, including gender, social, and cultural diversity, and equally elevates voices from different backgrounds and perspectives. Currently, in addition to the skills, attributes, and experience described below for each nominee and each director, our Board includes three female directors, one of whom is Black, and one director who is both Latinx and a member of the lesbian, bisexual, gay and transgender community.
ELECTION OF DIRECTORS
| Board Diversity Matrix | | | | | | Total Number of Directors: 7 | | | | | | | Female | Male | Non-Binary | Gender Undisclosed | | Gender Identity Demographic Background: | 3 | 4 | — | — | | African American or Black | 1 | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | 1 | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 3 | — | — | | LGBTQ+ | — | 1 | — | — | | Did not disclose demographic background | — | — | — | — |
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING Gregg A. Lapointe, CPA, MBA, age 65, joined us as a director in November 2017. Since 2012, Mr. Lapointe has been the chief executive officer and co-founder of Cerium Pharmaceuticals, Inc., a biopharmaceutical company focused on developing and commercializing medicines for patients with rare diseases. Mr. Lapointe offers Rigel’s Board nearly three decades of commercial and financial experience bringing products to market in the areas of medical devices and rare diseases. He previously served in varying roles for Sigma-Tau Pharmaceuticals, Inc. (now Leadiant Biosciences, Inc.), a private biopharmaceutical company, starting in 2001, including Chief Financial Officer from 2001 to 2002, Chief Operating Officer from 2003 to 2007, and Chief Executive Officer from 2008 to 2012. Mr. Lapointe led the effort to transform Sigma-Tau Pharmaceuticals from a small specialty dialysis company into a global leader in the development and commercialization of medicines for Rare Diseases. Mr. Lapointe also serves on the board of directors of Soligenix, Inc. and Astria Therapeutics, Inc. He previously sat on the board of SciClone Pharmaceuticals, Inc., ImmunoCellular Therapeutics, Inc., Raptor Pharmaceuticals, Inc., Questcor Pharmaceuticals, Inc. and Cambrooke Therapeutics, Inc., among others. From 2009 to 2012, Mr. Lapointe was a member of the board of directors, and chair of the Rare Disease Committee, of the Pharmaceutical Research and Manufacturers of America (PhRMA) in Washington, DC. He holds a Bachelor of Commerce degree from Concordia University (Montreal), a Graduate Diploma in Public Accountancy from McGill University (Montreal), an MBA from Duke University, and is a CPA (Illinois). Mr. Lapointe was selected to serve as a member of the Board in part due to his significant experience in the areas of global strategic planning and implementation, business development, corporate finance, and acquisitions, and his experience as an executive officer and board member in the pharmaceutical and medical products industries. Brian L. Kotzin, M.D., age 74, joined us as a director in August 2017. A board-certified rheumatologist and internist, Dr. Kotzin currently serves on the board of directors of Biora Therapeutics, Inc, Kyverna Therapeutics, Inc., and Genascence Corporation. He recently served as Senior Vice President, Clinical Development, and
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING
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NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING
Chief Medical Officer at Nektar Therapeutics from April 2022 to June 2023 and was Senior Vice President and Head of Immunology at Nektar from April 2017 to April 2022. From 2004 to 2015, he was Vice President, Global and Clinical Development and Head, Inflammation Therapeutic Area at Amgen, directing the global development efforts for product candidates in the inflammation area. During his period at Amgen, he also served as Vice President, Translational Sciences, and Head of Medical Sciences. Before joining Amgen, Dr. Kotzin was the head of Clinical Immunology in the Department of Medicine and director of the Autoimmunity Center of Excellence at the University of Colorado Health Sciences Center in Denver. Dr. Kotzin has won numerous honors, including elected “Master” of the American College of Rheumatology, the Kirkland Scholar Award for Lupus Research, the Henry Claman Chair in Clinical Immunology, the Gretchen Kramer Award for Outstanding Contributions to Medicine, and Chairmanship of the National Institutes of Health Autoimmunity Centers of Excellence. He earned his medical degree from Stanford and undergraduate degree in mathematics from the University of Southern California. Dr. Kotzin was selected to serve as a member of the Board in part due to his extensive experience with developing therapeutics, particularly in the area of immunology, which is the core of our treatment focus for fostamatinib and our pipeline.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE. |
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS Kamil Ali-Jackson, Esq., age 65, joined us as a director in December 2021. In January 2022, Ms. Ali-Jackson retired from her position as chief legal officer, chief compliance officer, and corporate secretary at Aclaris Therapeutics, Inc., a publicly traded clinical stage biopharmaceutical company, which she co-founded in 2012 and led the team which took the company public in 2015. In addition, Ms. Ali-Jackson co-founded and successfully transitioned several specialty pharmaceutical and biopharmaceutical companies through multimillion-dollar acquisitions by global life sciences companies. In 2011, Ms. Ali-Jackson also co-founded NeXeption, Inc. a biopharmaceutical assets management company and was legal counsel for the company and its affiliated companies until 2020. She has served as legal counsel and as a licensing business executive for a number of pharmaceutical companies, including Merck & Co. Inc., Dr. Reddy’s Laboratories Ltd., and Endo Pharmaceuticals, Inc. Ms. Ali-Jackson currently serves on the board of directors, audit committee, compensation committee, and is the chair of the nominating and corporate governance committee of PDS Biotechnology Corporation, a publicly traded clinical stage biopharmaceutical company, and she is also an independent director of Moda Operandi, a privately traded online luxury retail company. She has also served on several nonprofit boards and is the chair of the East Bradford Township Zoning Hearing Board, her local township zoning board. In July 2023, she was elected to the board of trustees for Princeton University. Ms. Ali-Jackson received her J.D. from Harvard Law School and Bachelor of Arts in politics from Princeton University. She was a 2011 Philadelphia Business Journal Woman of Distinction winner and a 2015 Pepper Hamilton, LLP remarkable alumna. The Board concluded that Ms. Ali-Jackson should continue to serve as a member of the Board in part due to her broad experience in the areas of acquisitions, licensing, legal, compliance and corporate governance as well as her experience as an executive officer, legal counsel, and co-founder in the life sciences industry. Jane Wasman, age 67, joined us as a director in March 2019. Ms. Wasman is a strategic leader with approximately 25 years of experience in the biopharma industry working with both large, multinational corporations and privately held start-ups. Ms. Wasman is founder and president of JWasman Advisors since 2020. She previously served from 2004-2019 at Acorda Therapeutics, a biotechnology company developing and commercializing neurology therapies for Parkinson’s disease, migraine and multiple sclerosis, most recently as President, International & General Counsel. At Acorda, she led global strategic development, including long range planning and development, as well as international expansion, and also built and led the Legal and Quality departments. Prior to joining Acorda, Ms. Wasman held various leadership positions at Schering-Plough, including Staff Vice President and Associate General Counsel. Previously, Ms. Wasman was an attorney at two global law firms and Associate Counsel for the U.S. Senate Veterans’ Affairs Committee. Ms. Wasman is chair of the board of Sellas Life Sciences, a public oncology-
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
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DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
focused biotech company, as well as chair of its Nominations & Governance Committee. She is also a member of the board of directors of Athersys since November 2020, as well as chair of its Audit Committee. She has also served as a member of the board of directors for Cytovia Therapeutics. From February 2007, she has also served on the non-profit board of directors of NewYorkBIO, including its Executive Committee, and currently serves on its Senior Advisory Committee. Ms. Wasman graduated magna cum laude from Princeton University and earned her J.D. from Harvard Law School. The Board concluded that Ms. Wasman should continue to serve as a member of the Board in part due to her broad strategic and transactional experience in commercial stage biopharmaceutical companies, as well as her legal and corporate governance background and extensive experience in operational implementation.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS Alison L. Hannah, M. D., age 63, joined us as a director in May 2021. Dr. Hannah has served as a consultant to the pharmaceutical and biotechnology industry since 2000, directing the development of investigational cancer therapies. In this capacity, Dr. Hannah has successfully filed over 40 regulatory applications for First-in-Human clinical testing and has played significant roles in the broad marketing approval of multiple anticancer therapeutics. Earlier in her career, Dr. Hannah held the role of Chief Medical Officer for CytomX Therapeutics, overseeing clinical development of conditionally activated protein therapeutics. She also served as Senior Medical Director at SUGEN, Inc. (acquired by Pharmacia & Upjohn, now Pfizer) where she had oversight of clinical development, clinical operations, and pharmacovigilance, specializing in the development of tyrosine kinase inhibitors, including sunitinib (SUTENT) approved for the treatment of kidney cancer and imatinib-refractory gastrointestinal stromal tumors. Dr. Hannah began her career at Quintiles, a global contract research organization, where she specialized in overseeing early to registrational-stage oncology clinical trials. Dr. Hannah serves on the board of directors for Neogenomics, a cancer diagnostic firm. Dr. Hannah received her B.A. in biochemistry and immunology from Harvard University and her M.D. from the University of Saint Andrews. The Board concluded that Dr. Hannah should continue to serve as a member of the Board in part due to her extensive expertise in clinical development strategy and regulatory filings, broad clinical operational experience, which is particularly relevant to our business as we are a company focused on hematologic disorders, cancer and rare immune diseases. Walter H. Moos, Ph.D., age 69, joined us as a director in March 1997. Since October 2018 Dr. Moos has been Managing Director of Pandect Bioventures, a venture capital firm investing in therapeutics and biotechnologies. Dr. Moos also serves on the board of directors of Valitor, Inc. and Circle Pharma, Inc. From February 2017 to June 2020, Dr. Moos was Chief Executive Officer of ShangPharma Innovation, Inc., a global pharmaceutical incubator investing in therapeutics and biotechnologies, where he served as Chairman Emeritus from December 2020 to January 2023. He retired from his position as President of SRI Biosciences in 2016 after more than a decade at the independent nonprofit SRI International (Stanford Research Institute). From 1997 to 2004, Dr. Moos served as Chairman and Chief Executive Officer of MitoKor, Inc., which became the biopharmaceutical company MIGENIX, Inc., where he was a member of the board of directors from 2004 to 2008. Prior to that, he served as a Vice President of Chiron Corp. (now Novartis), and as a Vice President at the Parke-Davis Pharmaceutical Research Division of the Warner-Lambert Co. (now Pfizer). He has been an adjunct Professor at the University of California San Francisco since 1992. He has also served on the boards of numerous private companies and several non-profit organizations, including Keystone Symposia (from 2002-2011 and again since 2014), and has been an advisor to a wide range of organizations in the U.S. and around the world. Dr. Moos holds an A.B. from Harvard University in Chemistry and a Ph.D. in Chemistry from the University of California Berkeley. The Board concluded that Dr. Moos should continue to serve as a member of the Board in part due to his extensive leadership skills and operational expertise, as well as his expertise in the chemical sciences, which is particularly relevant to our business as we are a company focused on small molecules. Raul R. Rodriguez, age 63, was appointed President and Chief Executive Office and a member of the Board of Directors in November 2014. Until then, he had served as our President and Chief Operating Officer since
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
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DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
May 2010. He joined us as Vice President, Business Development in April 2000, became our Senior Vice President, Business Development and Commercial Operations in December 2002 and became our Executive Vice President and Chief Operating Officer in June 2004. From 1997 to March 2000, he served as Senior Vice President, Business Development and Operations for Ontogeny, Inc. (now Curis), a biotechnology company. From 1994 to 1997, he served as the Executive Director, Business Development and Market Planning for Scios, Inc. (now J&J), a pharmaceutical company. From 1989 to 1994, Mr. Rodriguez held various positions at G.D. Searle & Company (now Pfizer), a pharmaceutical company. In these companies, Mr. Rodriguez held positions of increasing responsibility in the areas of business development and planning. After earning his bachelor’s degree from Harvard College, Mr. Rodriguez went on to earn his Masters of Public Health at the University of Illinois and subsequently received his M.B.A. at the Stanford Graduate School of Business. The Board concluded that Mr. Rodriguez should continue to serve as a member of the Board in part due to his extensive leadership skills and operational expertise, including his operational experience and deep understanding of our business as our President and Chief Executive Officer.
Important Aspects of Our Amended 2018 Plan Designed to Protect Our Stockholders’ Interests
| • | Limitation on non-employee director compensation. The Amended 2018 Plan contains provisions that limit the maximum value of all compensation granted or paid, as applicable, to any non-employee director (subject to exceptions under extraordinary circumstances, where the non-employee director receiving any compensation in excess of such limit may not participate in the decision to award such compensation). |
Non-Employee Director Compensation Limit
Non-Employee Director Compensation Limit The Amended 2018 Plan provides that the maximum value of all compensation granted or paid, as applicable, to any non-employee director per year shall not exceed (i) $1,000,000 in total value or (ii) $1,500,000 in total value in the event such non-employee director is first appointed or elected to the
Non-Employee Director Compensation Limit
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Non-Employee Director Compensation Limit
Board during such year subject to exceptions under extraordinary circumstances, where the non-employee director receiving any compensation in excess of such limit may not participate in the decision to award such compensation. Additional information on non-employee director compensation is included below in the section titled “Director Compensation.”
Overview of Executive Compensation Program and Objectives
| • | Motivate our management team to create long-term value for our stockholders by tying a significant portion of executive compensation to |
Short-Term Incentive Compensation
Short-Term Incentive Compensation Each year, the Compensation Committee establishes an annual cash incentive plan, providing target bonus payouts based on a percentage of the applicable individual’s base salary. In 2023, we provided our Named Executive Officers with the opportunity to earn short-term incentive compensation under the 2023 Cash Incentive Plan (the “2023 Cash Plan”). Under the 2023 Cash Plan, cash bonuses become payable based upon the achievement of corporate goals and a review of personal performance, with performance determinations made at the discretion of the Compensation Committee. For each participant in the 2023 Cash Plan, the corporate performance goals related to the Company’s financial and operational performance. The corporate goals established under the 2023 Cash Plan reflect the Company’s continued belief that executive compensation should be tied to goals related to net sales growth, clinical development, and regulatory approval with respect to
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
current or potential product candidates, business development, expense management, cash position, and our pipeline of potential product candidates, which goals are designed to support stockholder value creation, taking into account the volatile nature of the Company’s industry. The corporate goals reviewed and approved by our Compensation Committee and subsequently ratified by the Board under the 2023 Cash Plan were designed to be challenging, but attainable with strong management performance. The 2023 Cash Plan provides the Compensation Committee and the Board with the discretion to adjust the actual bonus that an executive officer would be eligible to receive under the plan from 0% to 200% of the executive’s “Target Bonus (%)” shown in the “Named Executive Officer” table below. Pursuant to its discretionary authority, our Compensation Committee also considered other company and individual performance goals, current economic conditions, and the performance by each executive officer when evaluating whether and to what extent to award bonuses. For 2023, the CEO’s bonus was based 100% on corporate goal achievement; and, for non-CEO officers, bonus was weighted such that 70% was based on corporate goal achievement, and 30% on individual performance. Our Compensation Committee uses a threshold of “40% completion of aggregate corporate goals” to determine whether any bonuses should be received by the executive officers. Eligibility for this bonus, and the amount of the actual bonus, are not guaranteed, and are reviewed and determined for each executive annually by the Compensation Committee. Generally, in order to be eligible to receive the maximum bonus payout, the Company’s performance must not only exceed the targets established by our Compensation Committee, but the individual’s contribution to that achievement must also exceed the contribution expected of that individual in the course of performing their duties at the level expected of someone in that individual’s position. The table below sets forth each of the corporate goals established under the 2023 Cash Plan, as well as the weight given to each such goal and the percentage attainment of that goal as determined and approved by the Compensation Committee and subsequently ratified by the Board:
Short-Term Incentive Compensation
| 2023 Corporate Goals | | Target Weighting | Percent Attainment of Overall Target Bonus | | Grow US sales: | | 50% | 45% | | 1) | Achieve a target of combined US net product sales | | | | 2) | Successfully launch REZLIDHIA | | | | Expand Pipeline: | | 30% | 30% | | 1) | Continue clinical trial of R289 IRAK 1/4 inhibitor in low-risk myelodysplastic syndrome (“MDS”) | | | | 2) | Develop out-licensing opportunities to partner programs or products | | | | 3) | Develop in-licensing or acquisition opportunities aligned to expand our hematology-oncology focused portfolio | | | | 4) | Initiate study to expand indications for commercial product(s) | | | | Financial: | | 20% | 20% | | 1) | Maintain operating expenses and cash balance within budget | | | | 2) | Generate meaningful non-sales revenue, from collaborations or financing, if necessary | | | | Total (as a % of Target Bonus) | | 100% | 95% |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
In order to determine the overall attainment percentage under the 2023 Cash Plan, our CEO, along with the Company’s management, reviews and assesses performance against the goals specified above, and makes recommendations to the Compensation Committee based on that assessment. The Compensation Committee reviews this feedback, and makes a recommendation to the Board, which ultimately reviews and approves the final payouts under the 2023 Cash Plan. In 2023 we achieved a large majority of our overall goals and made additional achievements beyond those originally planned.
Short-Term Incentive Compensation
| • | US Sales Growth Goal: There was substantial achievement of the commercial sales goal with the company achieving combined US net product sales of $104.3 million and making significant progress on the REZLIDHIA launch. TAVALISSE net product sales of $93.7 million represent a 24% increase compared to $75.8 million in full year 2022. REZLIDHIA net product sales of $10.6 million increased by $9.7 million compared to $0.9 million in 2022. While we were pleased with our achievements, overall, these sales were below our target goal, and percent attainment of the overall target bonus was reduced. |
Short-Term Incentive Compensation
| • | Pipeline Expansion Goal: Pipeline expansion accomplishments are evaluated collectively for target achievement purposes. |
Short-Term Incentive Compensation
| ○ | Early phase trials of the IRAK 1/4 inhibitor R289 in lower-risk MDS made substantive progress; target enrollment in the second cohort of the trial was completed and we started to enroll patients in the third cohort. |
Short-Term Incentive Compensation
| ○ | In December 2023, Rigel and The University of Texas MD Anderson Cancer Center (MD Anderson) announced a multi-year strategic development collaboration to |
Short-Term Incentive Compensation
expand the evaluation of olutasidenib in AML and other hematologic cancers. In January 2024, Rigel and CONNECT announced a strategic development collaboration to evaluate olutasidenib in combination with temozolomide as maintenance therapy in patients with HGG harboring an IDH1 mutation. Much of the efforts with putting the CONNECT agreements in-place were completed in 2023.
Short-Term Incentive Compensation
| ○ | In February 2024, Rigel announced the acquisition of the U.S. rights to GAVRETO® (pralsetinib). The acquisition of this product further expands Rigel’s portfolio and leverages Rigel’s existing infrastructure in both the institutional and community medical practice settings. A substantial portion of the GAVRETO business development and due diligence efforts were completed in 2023. |
Short-Term Incentive Compensation
Although the planned pipeline goal originally contemplated pursuing certain development options, which were ultimately rejected in favor of new opportunities determined to be more advantageous for the Company, the Company’s overall pipeline expansion achievement for 2023 supported full attainment of the overall target bonus for this metric.
Short-Term Incentive Compensation
| • | Financial Goal: By managing expenses and leveraging efficiencies, we maintained operating expenses and cash balance within budget, resulting in full goal achievement for this metric. For the full year 2023, total costs and expenses were $137.4 million, compared to $175.8 million for the full year 2022. As of December 31, 2023, Rigel had cash, cash equivalents and short-term investments of $56.9 million, compared to $58.2 million as of December 31, 2022. |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
The table below sets forth the target bonus opportunities for each of the Named Executive Officers (each expressed as a percentage of base salary and in dollars), as well as the actual bonus payment amount with respect to 2023 performance:
Short-Term Incentive Compensation
| Named Executive Officer | Target Bonus (%)(1) | Target Bonus ($) | Individual Performance (30% of total) (%) | Corporate Bonus Achievement (70% of total) (%) | Actual Payment ($) | | Raul R. Rodriguez | 60% | $436,800 | (2) | 95% | $414,960 | | Dean L. Schorno | 50% | $238,050 | 100% | 95% | $229,719 | | Raymond J. Furey | 50% | $220,000 | 100% | 95% | $212,300 | | David Santos | 50% | $238,500 | 100% | 95% | $230,153 | | Wolfgang Dummer | 50% | $249,900 | (3) | (3) | (3) |
Short-Term Incentive Compensation
| (1) Target bonus opportunity percentage for each of the Named Executive Officers was unchanged in 2023 as compared to 2022. Mr. Furey’s target bonus opportunity percentage was established when he joined the Company based on competitive market practices as well as the Company’s internal pay practices. |
Short-Term Incentive Compensation
| (2) CEO bonus is based 100% on corporate goal achievement. |
Short-Term Incentive Compensation
| (3) Dr. Dummer’s bonus was paid as part of his Non-COC Qualifying Termination as described in the Severance and Change of Control Benefits section below, and not part of the 2023 Cash Plan. |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The Company provides long-term incentive compensation to its Named Executive Officers in the form of stock option and RSU awards, which awards are designed to align a component of our executive compensation program with the interests of our stockholders to create long-term value in the Company, as demonstrated through stock price performance. The 2023 equity awards were granted under the 2018 Plan. In January 2023, the Compensation Committee determined the number of equity awards to be granted to each participating Named Executive Officer based upon each such executive’s individual contributions and past performance, vesting status of options already held by the executive, position with the Company, and comparison to the equity awards granted to the corresponding executives of our peer companies, as well as our performance during the preceding year. In January 2023, after consideration of these factors, the Compensation Committee approved the grant of stock options and RSU awards to each of the Named Executive Officers, other than Messrs. Furey and Dummer, as set forth in the table below. Exercise prices for each stock option were set at the fair market value of the common stock on the date of grant. For stock options granted to the Named Executive Officers in 2023, half of these stock options are subject to time-based vesting on a monthly basis over four years, while the remaining half of the stock options are subject to performance-based vesting criteria. Of the performance-based options, half vest upon achievement of certain net product sales goals, and half vest upon achievement of certain goals in corporate development via acquisition and/or licensing. The performance goals for the performance-based options were designed to be challenging, yet attainable with strong management performance. In each case, vesting of any such stock options is subject to the executive’s continuous service to the Company through the applicable vesting date. For RSU awards granted to the Named Executive Officers in January 2023, these RSUs are subject to time-based vesting in equal annual installments over four years, with a vesting commencement date of February 1, 2023.
Long-Term Incentive Compensation
| Named Executive Officer | Time-Vested Options (#) | Performance-Vested Options (#) | RSUs (#) | | Raul R. Rodriguez | 600,000 | 600,000 | 300,000 | | Dean L. Schorno | 125,000 | 125,000 | 63,000 | | Raymond J. Furey(1) | — | — | — | | David Santos | 160,000 | 160,000 | 80,000 | | Wolfgang Dummer | — | — | — |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
| (1) In light of Mr. Furey’s November 2022 commencement of employment and his new hire grant at the time, Mr. Furey did not receive an annual grant in 2023. |
Long-Term Incentive Compensation
| (2) Dr. Dummer did not receive an annual grant in 2023. |
2023 Vesting of Performance Equity Grants
2023 Vesting of Performance Equity Grants In January 2023, each of Messrs. Rodriguez, Schorno and Santos received awards of stock options subject to performance-based vesting criteria relating to the achievement of certain net product sales and corporate development goals. In January 2022, each of Messrs. Rodriguez, Schorno and Santos and Dr. Dummer received awards of stock options subject to performance-based vesting criteria relating to regulatory approvals and progress of certain clinical trials. In addition, in August 2020 and October 2021, Dr. Dummer received awards of stock options subject to performance-based vesting criteria relating to clinical trial progress. The Named Executive Officers additionally hold various awards of stock options subject to performance-based vesting criteria that have not been achieved. These vesting criteria include achievement of product sales levels above current levels, and regulatory filings, milestones, or approvals, of additional products or indications. The performance metrics for the following number of performance-based stock options were deemed to have been achieved and became vested for each of the following Named Executive Officers during 2023:
2023 Vesting of Performance Equity Grants
| Named Executive Officer | Number of Performance-Based Options Vested in 2023 | | Raul R. Rodriguez | 200,000 | | Dean L. Schorno | 50,000 | | Raymond J. Furey | — | | David Santos | 50,000 | | Wolfgang Dummer(1) | 65,625 |
2023 Vesting of Performance Equity Grants
| (1) The number of shares includes 15,625 shares that vested in 2023, which were part of an award granted in August 2020, and for which the performance metric was full enrollment of phase 3 in the Company’s FORWARD clinical trial, which was determined to have been achieved in 2021, and was subject to 24 monthly vesting from vesting commencement date. |
2023 Vesting of Performance Equity Grants
The performance-based options vested in 2023 and shown in the table above were part of a long-term incentive award granted in January 2022. The specific performance condition deemed to have been achieved, as determined in January 2023, was to generate Phase 3 results in clinical trials of fostamatinib in two potential new indications.
Other Elements of Our 2023 Executive Compensation Program
Other Elements of Our 2023 Executive Compensation Program Offer Letter Agreements. The Company has entered into offer letter agreements with each of Messrs. Schorno, Santos and Furey. During the term of his employment, Dr. Dummer also had an offer letter. These offer letters describe the basic terms of each executive’s employment, including each executive’s initial base salary, annual bonus target, initial long-term equity incentive grant, eligibility for severance, and standard Company benefits. The terms of the offer letters are described in further detail under “Employment Severance and Change of Control Agreements” below. Severance and Change of Control Benefits. Pursuant to the Rigel Pharmaceuticals, Inc. Executive Severance Plan (the “Severance Plan”), our Named Executive Officers are entitled to certain severance benefits in the event of an involuntary termination by the employer without cause or resignation by the employee with good reason, which severance benefits are enhanced in the event of such a qualifying termination which occurs on or within 18 months following a “Change of Control” (as defined in the Severance Plan). For each of our Named Executive Officers, the Severance Plan provides for a combination of (i) cash severance payments, (ii) payment of COBRA premiums, (iii) accelerated vesting of certain outstanding equity-based awards, and (iv) an extended exercise period for stock options upon termination. These severance payment terms differ depending on
Other Elements of Our 2023 Executive Compensation Program
(i) whether such termination takes place within the Change of Control period, and (ii) the Named Executive Officer’s position. Given the nature of the industry in which we participate and the range of strategic initiatives that we may explore, we believe these severance benefits are an essential element of our executive compensation program and assist us in recruiting and retaining talented individuals. The Severance Plan also reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not of their doing. We also believe the Severance Plan promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change of control. By establishing these severance and change of control benefits, we believe we can mitigate the distraction and loss of executive officers that may occur in connection with rumored or actual fundamental corporate changes and thereby protect stockholder interests while a transaction is under consideration or pending. On February 1, 2023, Dr. Dummer informed Rigel of his intention to resign from his position as Rigel’s Executive Vice President and Chief Medical Officer. In order to induce Dr. Dummer to remain employed through March 31, 2023, while Rigel commenced a search for a successor, and in exchange for a full general release of claims and continued compliance with Dr. Dummer’s Employee Confidential Information and Inventions Agreement, Dr. Dummer’s resignation was deemed a Non-COC Qualifying Termination under the terms of the Severance Plan. Please see the sections entitled “Employment, Severance and Change of Control Agreements,” “2023 Potential Payments Upon Change in Control and Termination Table,” and “2023 Potential Payments Upon Termination Table” for further information regarding the benefits payable under the Severance Plan including the amounts paid to Dr. Dummer in connection with his Non-COC Qualifying Termination. Perquisites and Other Benefits. We provide general employment benefits to our executive officers on the same basis as the benefits provided to all of our employees, including health, vision, and dental insurance, term life insurance, and short-term and long-term disability insurance. Incentive Compensation Recoupment Policy. The Company maintains a Clawback Policy, which applies to individuals designated by the Board as executive officers for purposes of Section 16 of the Exchange Act. Our policy generally provides that, in the event that (i) an incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws (other than corrections resulting from changes to accounting standards) and (ii) a lower incentive compensation payment or award would have been made to such officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results, then we will recover the full or partial portion of cash or equity-based incentive compensation received by such officer during the three fiscal years preceding the date on which we were required to prepare the restatement. Our policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to our Chief Executive Officer and Chief Financial Officer. Anti-Hedging Policy. The Company’s anti-hedging policy prohibits our employees and directors, as well as certain designated consultants and contractors, from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to our stock.
Guidance from Independent Compensation Consultant
Guidance from Independent Compensation Consultant The Compensation Committee retained the services of Pearl Meyer as its independent compensation consultant. References in this disclosure to “Compensation Consultant” refer to Pearl Meyer. With respect to 2023 executive compensation, the Compensation Consultant analyzed our executive officers’ compensation against the compensation of executive officers at comparable companies to ensure that our compensation was competitive with our peers, with the goal of retaining and adequately motivating our senior management and made recommendations regarding our executive compensation program. The Compensation Consultant was invited to attend certain Compensation Committee meetings during 2023 during which they presented and discussed their analysis and findings. Other than services provided to the Compensation Committee, the Compensation Consultant did not provide any services to the Company with respect to 2023. The Compensation Committee reviewed the independence of the Compensation Consultant under Nasdaq and SEC rules and concluded that the work of the Compensation Consultant has not raised any conflict of interest.
Competitive Market Review and Benchmarking
Competitive Market Review and Benchmarking When considering compensation decisions, our Compensation Committee reviews the compensation of similarly situated executive officers at companies that we consider to be our peers, when such information is available and determined to be meaningful, taking into consideration the experience, position, and functional role, level of responsibility and uniqueness of applicable skills of both our executive officers and those of our peers, and the demand and competitiveness for attracting and retaining an individual with each executive officer’s specific expertise and experience in the biotechnology industry.
Competitive Market Review and Benchmarking
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Competitive Market Review and Benchmarking
To identify this peer group of companies, in 2023, the Compensation Committee engaged the Compensation Consultant, which considered such factors as industry, geography, product and commercial development stage, market capitalization, and revenue. Based on that review, the companies set forth below were used by our Compensation Committee as our peer group for evaluating 2023 compensation decisions. In comparison to the peer group from last year, the following changes were made: (i) the removal of Epizyme, Inc., Geron Corporation, ImmunoGen, Inc., La Jolla Pharmaceutical Company, Provention Bio, Inc., and Sorrento Therapeutics, Inc., and (ii) the addition of Arcturus Therapeutics, Inc., Assertio Holdings, Inc., Atara Biotherapeutics, Inc., Gritstone bio, Inc., MacroGenics, Inc., and Nektar Therapeutics. These changes were made in order to account for acquisitions, size or business differences.
Competitive Market Review and Benchmarking
| 2023 Compensation Peer Group | | | | • ADMA Biologics, Inc. • Agenus Inc. • Arcturus Therapeutics, Inc. • Assertio Holdings, Inc. • Atara Biotherapeutics, Inc. • Esperion Therapeutics, Inc. | • Gritstone bio, Inc. • Heron Therapeutics, Inc. • Karyopharm Therapeutics Inc. • MacroGenics, Inc. • MannKind Corporation • Mirum Pharmaceuticals, Inc. | • Nektar Therapeutics • Omeros Corporation • Paratek Pharmaceuticals, Inc. • Puma Biotechnology, Inc. • Sangamo Therapeutics, Inc. • UroGen Pharma Ltd. |
Competitive Market Review and Benchmarking
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2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE The following table shows for the fiscal year ended December 31, 2023, and, to the extent required by SEC disclosure rules, December 31, 2022, and 2021 compensation awarded to or paid to or earned by our Named Executive Officers.
2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary $ | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total $ | | Raul R. Rodriguez President and Chief Executive Officer | 2023 | 728,000 | — | 561,000 | 1,706,280 | 414,960 | 30,550 | 3,440,790 | | | 2022 | 700,000 | — | 484,000 | 1,287,120 | 365,400 | 27,600 | 2,864,120 | | | 2021 | 662,256 | — | — | 2,448,705 | 298,015 | 19,065 | 3,428,041 | | Dean L. Schorno Executive Vice President and Chief Financial Officer | 2023 | 476,100 | — | 117,810 | 355,476 | 229,719 | 30,900 | 1,210,005 | | | 2022 | 460,000 | — | 121,000 | 321,780 | 209,070 | 27,600 | 1,139,450 | | | 2021 | 437,091 | — | — | 524,723 | 180,300 | 6,065 | 1,148,179 | | Raymond J. Furey* Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | 440,000 | — | — | — | 212,300 | 30,700 | 683,000 | | | 2022 | 49,425 | — | — | 292,500 | — | 358 | 342,283 | | | 2021 | — | — | — | — | — | — | — | | David A. Santos Executive Vice President and Chief Commercial Officer | 2023 | 477,000 | — | 149,600 | 455,008 | 230,153 | 30,030 | 1,341,791 | | | 2022 | 450,000 | — | 121,000 | 321,780 | 204,525 | 27,110 | 1,124,415 | | | 2021 | 425,375 | — | — | 641,328 | 169,087 | 6,175 | 1,241,965 | | Wolfgang Dummer* Former Executive Vice President and Chief Medical Officer | 2023 | 124,950 | — | 22,375 | 436,852 | — | 491,137 | 1,075,314 | | | 2022 | 490,000 | 100,000 | 121,000 | 321,780 | 222,705 | 27,359 | 1,282,844 | | | 2021 | 454,080 | — | — | 583,025 | 183,902 | 6,065 | 1,227,072 |
2023 SUMMARY COMPENSATION TABLE
| * Mr. Furey joined the Company in November 2022 and Dr. Dummer resigned from Rigel effective March 31, 2023. |
2023 SUMMARY COMPENSATION TABLE
| 1. | The amounts reported in this column represent RSU grants to our Named Executive Officers under the 2018 Plan. The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation - Stock Compensation (ASC 718), based on the closing stock price of a share of our common stock as of the grant date. The amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. In addition, the amount reported for Dr. Dummer in 2023 of $22,375 represents the incremental fair value recognized under ASC 718 in connection with the modification of his outstanding RSUs to provide for accelerated vesting as contemplated by the Severance Plan and does not relate to a new grant of RSUs to Dr. Dummer. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2023. |
2023 SUMMARY COMPENSATION TABLE
| 2. | The amounts reported in this column represent stock option grants to our Named Executive Officers under the 2018 Plan. The amounts reported in this column are valued based on the aggregate grant date fair value of option awards, computed in accordance with ASC 718. The amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. The amounts included in this column for the stock options that are granted subject to performance-based vesting conditions are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Because there is only one vesting level for the performance-based option awards, there is no grant date fair value above or below the amount reported in the table above based on the achievement of the underlying performance conditions. In addition, the amount reported for Dr. Dummer in 2023 of $436,852 represents the incremental fair value recognized under ASC 718 in connection with the modification of his outstanding stock options to provide for accelerated vesting as contemplated by the Severance Plan ($77,494) and the extension of the post-termination exercise period of his outstanding and vested stock options ($359,358) and does not relate to a new grant of stock options to Dr. Dummer. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2023. |
2023 SUMMARY COMPENSATION TABLE
| 3. | Reflects performance-based bonuses earned under the Company’s annual cash incentive plan. Please see the Compensation Discussion and Analysis for further information regarding the 2023 Cash Plan. |
2023 SUMMARY COMPENSATION TABLE
| 4. | For 2023, represents 401(k) matching contributions, gift cards and gym membership reimbursement, to our Named Executive Officers. In addition, all other compensation paid to Dr. Dummer in 2023 includes cash severance of $408,927 (the portion of twelve (12) months’ salary paid in 2023) paid during the year consistent with the provisions of Non-COC Qualifying Termination under the terms of the Company’s Executive Severance Plan and paid unused vacation and personal time-off of $51,900. |
2023 SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the Named Executive Officers:
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Stock Awards (#)(4) | (Exercise or Base Price of Option Awards) ($/Sh) | Grant Date Fair Value of Stock Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Target (#)(2) | | | | | | Raul R. Rodriguez | | | | | | | | | | | 2018 Plan | 1/26/2023 | | | | 600,000 | — | — | 1.87 | 853,140 | | 2018 Plan | 1/26/2023 | | | | — | — | 600,000 | 1.87 | 853,140 | | 2018 Plan | 1/26/2023 | | | | — | 300,000 | — | — | 561,000 | | 2023 Cash Plan | | — | 436,800 | 873,600 | | | | | | | Dean L. Schorno | | | | | | | | | | | 2018 Plan | 1/26/2023 | | | | 125,000 | — | — | 1.87 | 177,738 | | 2018 Plan | 1/26/2023 | | | | — | — | 125,000 | 1.87 | 177,738 | | 2018 Plan | 1/26/2023 | | | | — | 63,000 | — | — | 117,810 | | 2023 Cash Plan | | — | 238,050 | 476,100 | | | | | | | Raymond J. Furey(6) | | | | | | | | | | | 2023 Cash Plan | | — | 220,000 | 440,000 | | | | | | | David A. Santos | | | | | | | | | | | 2018 Plan | 1/26/2023 | | | | 160,000 | — | — | 1.87 | 227,504 | | 2018 Plan | 1/26/2023 | | | | — | — | 160,000 | 1.87 | 227,504 | | 2018 Plan | 1/26/2023 | | | | — | 80,000 | — | — | 149,600 | | 2023 Cash Plan | | — | 238,500 | 477,000 | — | — | — | — | — | | Wolfgang Dummer, M.D., Ph.D.(7) | | | | | | | | | | | RSU Modification(8) | 2/3/2023 | | | | — | 12,500 | — | — | 22,375 | | Option Post-Termination Exercise Extension(9) | 2/3/2023 | | | | — | — | 560,624 | (10) | 359,358 | | Stock Option Modification(10) | 2/3/2023 | | | | — | — | 103,855 | (10) | 77,494 | | 2023 Cash Plan | | — | 249,900 | 499,800 | | | | | |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 1. | The amounts shown for the 2023 Cash Plan reflect estimated payouts for the fiscal year ended December 31, 2023, under the 2023 Cash Plan based on the Company’s performance. See “What We Pay and Why – Short-Term Incentive Compensation” for a complete description of the 2023 Cash Plan and the related performance criteria. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 2. | The amounts shown represent performance-based stock options granted under the 2018 Plan to each of the Company’s Named Executive Officers, with vesting based on performance goals relating to achievement of a certain level of net product sales and corporate development goals. Please see “Compensation Discussion and Analysis” for further information regarding these awards. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 3. | The amounts shown represent service-based RSUs granted under the 2018 Plan to the Company’s Named Executive Officers, vesting in equal annual installments over four years, with a vesting commencement date of February 1, 2023. Please see “Compensation Discussion and Analysis” for further information regarding these awards. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 4. | The amounts shown represent service-based stock options granted under the 2018 Plan to the Company’s Named Executive Officers, vesting on a monthly basis over four years. Please see “Compensation Discussion and Analysis” for further information regarding these awards. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 5. | Reflects the aggregate grant date fair value of the awards, computed in accordance with the ASC 718. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2023. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 6. | Mr. Furey did not receive an annual grant in 2023 since he received his new hire grant in 2022 following his appointment as Executive Vice President, General Counsel and Corporate Secretary in December 2022. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 7. | Dr. Dummer’s resignation from the Company in March 2023 was deemed a Non-COC Qualifying Termination under the terms of the Severance Plan. In the event of a Non-COC Qualifying Termination, the Severance Plan provides for the accelerated vesting of certain outstanding equity awards and extension of post-termination exercise periods. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 8. | The amount reported in this row represents the number of RSUs that were modified to provide for accelerated vesting as contemplated by the Severance Plan for Dr. Dummer, and the related incremental fair value recognized under ASC 718 in connection with such vesting acceleration. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
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GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 9. | The amount reported in this row represents the number of stock options that were modified to extend the post-termination exercise period of any then-outstanding stock options until twenty-four months following the date of the Non-COC Qualifying Termination, and the related incremental fair value recognized under ASC 718 in connection with such extension of exercise period. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
| 10. | The amount reported in this row represents the number of stock options that were modified to provide for accelerated vesting as contemplated by the Severance Plan for Dr. Dummer, and the related incremental fair value recognized under ASC 718 in connection with such acceleration of vesting. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(11) | | Raul R. Rodriguez | 2/27/14 | 83,566 | — | — | 3.59 | 2/27/24 | (2) | | | | | 2/27/14 | 66,434 | — | — | 3.59 | 2/27/24 | (2) | | | | | 2/27/14 | 150,000 | — | — | 3.59 | 2/27/24 | (2) | | | | | 1/26/15 | 450,000 | — | — | 2.14 | 1/26/25 | (2) | | | | | 1/26/15 | 450,000 | — | — | 2.14 | 1/26/25 | (2) | | | | | 1/26/16 | 400,000 | — | — | 2.74 | 1/26/26 | (2) | | | | | 1/26/16 | 400,000 | — | — | 2.74 | 1/26/26 | (2) | | | | | 2/2/17 | 142,179 | — | — | 2.11 | 2/2/27 | (2) | | | | | 2/2/17 | 450,000 | — | — | 2.11 | 2/2/27 | (2) | | | | | 2/2/17 | 307,821 | — | — | 2.11 | 2/2/27 | (2) | | | | | 1/24/18 | 22,271 | — | — | 4.49 | 1/24/28 | (2) | | | | | 1/24/18 | 452,729 | — | — | 4.49 | 1/24/28 | (2) | | | | | 1/24/18 | 237,500 | — | — | 4.49 | 1/24/28 | (2) | | | | | 1/24/18 | 237,500 | — | — | 4.49 | 1/24/28 | (2) | | | | | 1/23/19 | 50,001 | — | — | 2.00 | 1/23/29 | (2) | | | | | 1/23/19 | 600,000 | — | — | 2.00 | 1/23/29 | (2) | | | | | 1/23/19 | 549,999 | — | — | 2.00 | 1/23/29 | (2) | | | | | 2/6/20 | — | — | 325,000 | 2.42 | 2/6/30 | (3) | | | | | 2/6/20 | — | — | 162,500 | 2.42 | 2/6/30 | (3) | | | | | 2/6/20 | 162,500 | — | — | 2.42 | 2/6/30 | (2) | | | | | 2/6/20 | 41,322 | — | — | 2.42 | 2/6/30 | (2) | | | | | 2/6/20 | 608,678 | — | — | 2.42 | 2/6/30 | (2) | | | | | 1/27/21 | — | 39,186 | — | 3.54 | 1/27/31 | (5) | | | | | 1/27/21 | 382,812 | 103,002 | — | 3.54 | 1/27/31 | (5) | | | | | 1/27/21 | — | — | 525,000 | 3.54 | 1/27/31 | (3) | | | | | 1/24/22 | — | 33,656 | — | 2.42 | 1/24/32 | (6) | | | | | 1/24/22 | 191,666 | 174,678 | — | 2.42 | 1/24/32 | (6) | | | | | 1/24/22 | 200,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | 200,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | | | | | | (7) | 150,000 | 217,500 | | | 1/26/23 | — | — | 300,000 | 1.87 | 1/26/33 | (3) | | | | | 1/26/23 | — | — | 300,000 | 1.87 | 1/26/33 | (3) | | | | | 1/26/23 | — | 55,191 | — | 1.87 | 1/26/33 | (10) | | | | | 1/26/23 | 137,500 | 407,309 | — | 1.87 | 1/26/33 | (10) | | | | | 1/26/23 | | | | | | (9) | 300,000 | 435,000 | | Dean L. Schorno | 6/4/18 | 104,655 | — | — | 3.44 | 6/4/28 | (2) | | | | | 6/4/18 | 83,750 | — | — | 3.44 | 6/4/28 | (2) | | | | | 6/4/18 | 83,750 | — | — | 3.44 | 6/4/28 | (2) | | | | | 6/4/18 | 62,845 | — | — | 3.44 | 6/4/28 | (2) | | | | | 1/23/19 | 19,992 | — | — | 2.00 | 1/23/29 | (2) | | | | | 1/23/19 | 142,508 | — | — | 2.00 | 1/23/29 | (2) | | | | | 1/23/19 | 162,500 | — | — | 2.00 | 1/23/29 | (2) | | | | | 2/6/20 | 41,322 | — | — | 2.42 | 2/6/30 | (2) | | | | | 2/6/20 | — | — | 100,000 | 2.42 | 2/6/30 | (3) | | | | | 2/6/20 | — | — | 50,000 | 2.42 | 2/6/30 | (3) | | | | | 2/6/20 | 50,000 | — | — | 2.42 | 2/6/30 | (2) | | | | | 2/6/20 | 158,678 | — | — | 2.42 | 2/6/30 | (2) | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | Option Awards(1) | | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(11) | | | 1/27/21 | — | 30,469 | — | 3.54 | 1/27/31 | (5) | | | | | 1/27/21 | 82,031 | — | — | 3.54 | 1/27/31 | (2) | | | | | 1/27/21 | — | — | 112,500 | 3.54 | 1/27/31 | (3) | | | | | 1/24/22 | — | 27,264 | — | 2.42 | 1/24/32 | (6) | | | | | 1/24/22 | 47,916 | 24,820 | — | 2.42 | 1/24/32 | (6) | | | | | 1/24/22 | 50,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | 50,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | | | | | | (7) | 37,500 | 54,375 | | | 1/26/23 | — | — | 62,500 | 1.87 | 1/26/33 | (3) | | | | | 1/26/23 | — | — | 62,500 | 1.87 | 1/26/33 | (3) | | | | | 1/26/23 | — | 50,541 | — | 1.87 | 1/26/33 | (10) | | | | | 1/26/23 | 28,645 | 45,814 | — | 1.87 | 1/26/33 | (10) | | | | | 1/26/23 | | | | | | (9) | 63,000 | 91,350 | | Raymond J. Furey | 12/8/22 | — | — | 93,750 | 0.90 | 12/8/32 | (3) | | | | | 12/8/22 | — | — | 93,750 | 0.90 | 12/8/32 | (3) | | | | | 12/8/22 | 50,781 | 136,719 | — | 0.90 | 12/8/32 | (8) | | | | David A. Santos | 8/19/20 | 208,333 | 41,667 | — | 2.52 | 8/19/30 | (4) | | | | | 8/19/20 | — | — | 125,000 | 2.52 | 8/19/30 | (3) | | | | | 1/27/21 | 84,744 | 31,113 | — | 3.54 | 1/27/31 | (5) | | | | | 1/27/21 | 15,516 | 6,127 | — | 3.54 | 1/27/31 | (5) | | | | | 1/27/21 | — | — | 137,500 | 3.54 | 1/27/31 | (3) | | | | | 1/24/22 | — | 27,084 | — | 2.42 | 1/24/32 | (6) | | | | | 1/24/22 | 47,916 | 25,000 | — | 2.42 | 1/24/32 | (6) | | | | | 1/24/22 | 50,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | 50,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | | | | | | (7) | 37,500 | 54,375 | | | 1/26/23 | — | — | 80,000 | 1.87 | 1/26/33 | (3) | | | | | 1/26/23 | — | — | 80,000 | 1.87 | 1/26/33 | (3) | | | | | 1/26/23 | 1 | 59,034 | — | 1.87 | 1/26/33 | (10) | | | | | 1/26/23 | 36,665 | 64,300 | — | 1.87 | 1/26/33 | (10) | | | | | 1/26/23 | | | | | | (9) | 80,000 | 116,000 | | Wolfgang Dummer, M.D., Ph.D. | 11/18/19 | 177,776 | — | — | 2.25 | 11/18/29 | (2) | | | | | 11/18/19 | 42,224 | — | — | 2.25 | 11/18/29 | (2) | | | | | 11/18/19 | — | — | 110,000 | 2.25 | 11/18/29 | (3) | | | | | 11/18/19 | — | — | 110,000 | 2.25 | 11/18/29 | (3) | | | | | 8/25/20 | 37,500 | — | — | 2.38 | 8/25/30 | (2) | | | | | 8/25/20 | 37,500 | — | — | 2.38 | 8/25/30 | (2) | | | | | 1/27/21 | 7,813 | — | — | 3.54 | 1/27/31 | (2) | | | | | 1/27/21 | 91,145 | — | — | 3.54 | 1/27/31 | (2) | | | | | 1/27/21 | — | — | 125,000 | 3.54 | 1/27/31 | (3) | | | | | 1/24/22 | 54,166 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | 50,000 | — | — | 2.42 | 1/24/32 | (2) | | | | | 1/24/22 | 50,000 | — | — | 2.42 | 1/24/32 | (2) | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 1. | The stock option grants were issued pursuant to our 2018 Plan and Inducement Plan. The RSU grants were issued pursuant to our 2018 Plan. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 2. | Fully vested. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 3. | Vests upon achievement of certain performance-based milestones. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 4. | Option vests in 48 equal monthly installments commencing on August 10, 2020. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 5. | Option vests in 48 equal monthly installments commencing on January 1, 2021. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 6. | Option vest in 48 equal monthly installments commencing on January 1, 2022. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 7. | The RSUs vest annually over four (4) years from February 1, 2022, with the first annual vest occurring on February 1, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 8. | Option vests 25% on November 21, 2023, and 36 equal monthly installments thereafter. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 9. | The RSUs vest annually over four (4) years from February 1, 2023, with the first annual vest occurring on February 1, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 10. | Option vest in 48 equal monthly installments commencing on January 1, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 11. | Market value for unvested RSUs is calculated based on the closing stock price of $1.45 for a share of our common stock as of December 29, 2023. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Raul R. Rodriguez | — | — | 50,000 | 86,000 | | Dean L. Schorno | — | — | 12,500 | 21,500 | | Raymond Furey | — | — | — | — | | David A. Santos | — | — | 12,500 | 21,500 | | Wolfgang Dummer, M.D., Ph.D. | — | — | 25,000 | 38,000 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023
| (1) The shares reported in this column represent shares acquired upon the vesting of RSU awards granted in January 2022 which vested on February 1, 2023. The shares reported for Dr. Dummer in this table include 12,500 shares granted in January 2022 which vested as part of his Non-COC Qualifying Termination. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023
| (2) The market value for the RSUs that vested during 2023 is based upon the closing stock price on the applicable date. |
2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE
2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “compensation actually paid” (“CAP”), as calculated per SEC disclosure rules, and certain measures of our performance for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis (“CD&A”) for a complete description of how executive compensation relates to our performance and how the Compensation Committee makes its decisions. CAP represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the Named Executive Officers (“NEOs”) realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.
PAY VERSUS PERFORMANCE DISCLOSURE
| | | | | | Year-end value of $100 invested on 12/31/2019 in: | | | | | Year | Summary Compensation Table Total for Raul Rodriguez, CEO(1) $ | Compensation Actually Paid to Raul Rodriguez, CEO(3) $ | Average Summary Compensation Table Total for Non-CEO NEOs(2)(4) $ | Average Compensation Actually Paid to Non-CEO NEOs(3)(4) $ | RIGL(5) $ | NASDAQ Biotechnology Index(5) $ | Net Loss (in millions) $ | Total Revenue (in millions) $ | | 2023 | 3,440,790 | 2,061,002 | 1,077,527 | 711,440 | 67.76 | 118.87 | (25.1) | 116.9 | | 2022 | 2,864,120 | 1,465,142 | 1,232,862 | 875,128 | 70.09 | 113.65 | (58.6) | 120.2 | | 2021 | 3,428,041 | 866,863 | 1,252,576 | 647,412 | 123.83 | 126.45 | (17.9) | 149.2 | | 2020 | 2,963,884 | 4,724,952 | 1,079,526 | 1,385,017 | 163.55 | 126.42 | (29.7) | 108.6 |
PAY VERSUS PERFORMANCE DISCLOSURE
Footnotes:
PAY VERSUS PERFORMANCE DISCLOSURE
| 1) | Raul Rodriguez has been Chief Executive Officer of the Company since November 2014 and has been its president since May 2010. |
PAY VERSUS PERFORMANCE DISCLOSURE
| 2) | 2022 average summary compensation table total for non-CEO NEOs has been updated since last year’s disclosure to reflect an alignment to year-over-year variation between the Non-CEO Average Summary Compensation and the Summary Compensation Table above. |
PAY VERSUS PERFORMANCE DISCLOSURE
| 3) | Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |
PAY VERSUS PERFORMANCE DISCLOSURE
| | 2023 | | 2022 | | 2021 | | 2020 | | | | Raul Rodriguez $ | Average Non-CEO NEOs $ | Raul Rodriguez $ | Average Non-CEO NEOs $ | Raul Rodriguez $ | Average Non-CEO NEOs $ | Raul Rodriguez $ | Average Non-CEO NEOs $ | | Total Compensation from Summary Compensation Table | 3,440,790 | 1,077,527 | 2,864,120 | 1,232,862 | 3,428,041 | 1,252,576 | 2,963,884 | 1,079,526 | | Adjustments for Equity Awards | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (2,267,280) | (384,280) | (1,771,120) | (541,865) | (2,448,705) | (583,025) | (1,992,765) | (502,228) | | Year-end fair value of unvested awards granted in the current year | 1,217,867 | 144,805 | 795,491 | 251,675 | 578,006 | 137,627 | 2,408,173 | 516,458 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (427,053) | (148,247) | (184,265) | (35,496) | (950,857) | (221,116) | 1,177,892 | 259,670 | | Fair values at vest date for awards granted and vested in current year | 114,948 | 13,649 | 260,343 | 44,372 | 269,958 | 64,268 | 159,024 | 22,395 |
PAY VERSUS PERFORMANCE DISCLOSURE
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PAY VERSUS PERFORMANCE DISCLOSURE
| | 2023 | | 2022 | | 2021 | | 2020 | | | | Raul Rodriguez $ | Average Non-CEO NEOs $ | Raul Rodriguez $ | Average Non-CEO NEOs $ | Raul Rodriguez $ | Average Non-CEO NEOs $ | Raul Rodriguez $ | Average Non-CEO NEOs $ | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (18,270) | 7,986 | (499,427) | (76,420) | (9,580) | (2,918) | 8,744 | 9,196 | | Total Adjustments for Equity Awards | (1,379,788) | (366,087) | (1,398,978) | (357,734) | (2,561,178) | (605,164) | 1,761,068 | 305,491 | | Compensation Actually Paid (as calculated) | 2,061,002 | 711,440 | 1,465,142 | 875,128 | 866,863 | 647,412 | 4,724,952 | 1,385,017 |
PAY VERSUS PERFORMANCE DISCLOSURE
| 4) | Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
PAY VERSUS PERFORMANCE DISCLOSURE
2023: Dean Schorno, Wolfgang Dummer, David Santos and Raymond Furey 2022: Dean Schorno, Dolly Vance, Wolfgang Dummer, David Santos, and Raymond Furey 2021: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos 2020: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos
PAY VERSUS PERFORMANCE DISCLOSURE
| 5) | TSR is determined based on the value of an initial fixed investment of $100 as of December 31, 2019, and the reinvestment of all dividends are assumed. The TSR peer group consists of the NASDAQ Biotechnology Index, the same peer group used in our Annual Report. |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
Pay Versus Performance: Graphical Description
| • | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; |
Pay Versus Performance: Graphical Description
| • | the Company’s Net Income; and |
Pay Versus Performance: Graphical Description
| • | the Company Selected Measure, which for us is the total revenue. As noted above, while not a direct component of our executive compensation program, revenue is included due to its reflection of the growth |
Pay Versus Performance: Graphical Description
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Pay Versus Performance: Graphical Description
of our product sales. To measure growth in our product sales, a performance metric used under our annual incentive compensation program, we have identified revenue as our Company-Selected Measure which we believe reflects how well we have executed against our objective with respect to growth in product sales. CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Company Net Income CAP and Total Revenue
Pay Versus Performance: Graphical Description
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Compensation Committee reviews both cash and equity compensation for non-employee directors each year with assistance from Compensation Consultant, who prepare a comprehensive assessment of our non-employee director compensation program. That assessment includes benchmarking of director compensation against the same peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. In consideration of this assessment as well as the Company’s performance and other factors, in 2021, the Compensation Committee adopted a Non-Employee Director Compensation Policy (“Dir. Comp. Policy”). The Board of Directors, consistent with the recommendation of the Compensation Committee and the Dir. Comp. Policy, set 2023 cash compensation at the same level as 2022. For services provided in 2023, each non-employee director received, paid on a quarterly basis for each quarter served, a yearly retainer of $50,000. The Chairman of the Board received an additional $40,000. In addition, the Audit Committee chair received an additional yearly retainer of $22,000, the Corporate Governance, Health Care Compliance Oversight and Nominating Committee (Governance Committee) chair received an additional yearly retainer of $15,000, the Compensation Committee chair received an additional yearly retainer of $15,000, and the Scientific & Clinical Trial Advisory Committee Chair received an additional yearly retainer of $15,000. Each non-chair member of the Audit Committee received an additional yearly retainer of $12,000. Each non-chair member of the Compensation Committee received an additional yearly retainer of $10,000. Each non-chair member of the Governance Committee received an additional yearly retainer of $10,000. Each non-chair member of the Finance Committee received an additional yearly retainer of $5,000. Each non-chair member of the Scientific & Clinical Trial Advisory Committee received an additional yearly retainer of $10,000. In the fiscal year ended December 31, 2023, the total cash compensation earned by all non-employee directors as a group was $556,000. For 2023, consistent with prior years, cash compensation was provided through the Company’s cash compensation policy and equity grants were provided through the 2018 Plan. Under the Non-Employee Directors Compensation Policy, in addition to the cash retainer described above, and subject to the director’s continuing service on our Board of Directors, each non-employee director will automatically receive, on the day following each annual meeting, the option to purchase thirty thousand (30,000) shares of common stock and twenty-five thousand (25,000) RSUs. In 2023, each of our non-employee directors received stock option and RSU grants under our 2018 Plan. Options granted to the non-employee directors are not intended to qualify as incentive stock options under the Code. Option grants to the non-employee directors in 2023 were non-discretionary. The exercise price of options granted to non-employee directors under the 2018 Plan is 100% of the fair market value of our common stock on the date of the option grant, which is equal to the closing price of our stock on the grant date. The Board administers the 2018 Plan such that (a) initial option grants to non-employee directors vest in equal monthly installments over the shorter of three years from the date of grant or the period beginning on the date the director is appointed to the Board and ending on the date of the annual meeting at which the director is first considered for election by the stockholders, provided that the non-employee director continues to provide services to us and (b) annual option grants to non-employee directors vest in equal monthly installments over one year from the date of grant. The term of options granted to non-employee directors under the 2018 Plan is 10 years. RSUs vest on the date prior to the next Company’s Annual Meeting. In the event of a merger of the Company with or into another corporation or a consolidation, acquisition of assets or other change of control transaction involving us, each option will either continue in effect, if we are the surviving entity, or, if neither assumed nor substituted, will accelerate and the option will terminate if not exercised prior to the consummation of the transaction.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION FOR FISCAL YEAR 2023
DIRECTOR COMPENSATION FOR FISCAL YEAR 2023 The following table shows the compensation of all non-employee directors of the Company for the fiscal year ended December 31, 2023:
DIRECTOR COMPENSATION FOR FISCAL YEAR 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Kamil Ali-Jackson, Esq. | 77,000 | 33,000 | 30,582 | — | 140,582 | | Alison L. Hannah, M.D. | 70,000 | 33,000 | 30,582 | 79,395 | 212,957 | | Brian L. Kotzin, M.D. | 75,000 | 33,000 | 30,582 | — | 138,582 | | Gregg A. Lapointe | 127,000 | 33,000 | 30,582 | — | 190,582 | | Gary A. Lyons | 50,000 | 33,000 | 30,582 | — | 113,582 | | Walter H. Moos, Ph.D. | 75,000 | 33,000 | 30,582 | — | 138,582 | | Jane Wasman, J.D. | 82,000 | 33,000 | 30,582 | — | 145,582 |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2023
| 1. | Reflects the aggregate grant date fair value of stock option and RSU awards, computed in accordance with ASC 718. For additional information on the valuation assumptions with respect to these grants, refer to “Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2023. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2023
| 2. | Option awards outstanding as of December 31, 2023, for each non-employee director were as follows (outstanding/unexercisable): Ms. Ali-Jackson, 172,500/12,500; Dr. Hannah, 147,500/12,500; Dr. Kotzin, 320,000/12,500; Mr. Lapointe, 310,000/12,500; Mr. Lyons, 390,000/12,500; Dr. Moos, 390,000/12,500; and Ms. Wasman, 238,750/12,500. RSU awards outstanding and unvested as of December 31, 2023, for each non-employee director were as follows: Ms. Ali-Jackson – 25,000; Dr. Hannah – 25,000; Dr. Kotzin – 25,000; Mr. Lapointe – 25,000; Mr. Lyons – 25,000; Dr. Moos – 25,000; and Ms. Wasman – 25,000. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2023
| 3. | Represents fees for services to the Company relating to a clinical development program, pursuant to a consulting agreement outside of the director’s duties, for the period of February 13, 2023 to February 7, 2024 and at an hourly rate of $500. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2023
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APPROVED BY THE STOCKHOLDERS: MAY [ ], 2024
| 5. | NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS |