DEF 14A of Rigel Pharmaceuticals Inc, Apr 10, 2025

DEF 14A of Rigel Pharmaceuticals Inc

Filed Apr 10, 2025 · FY20240001140361-25-013250

Open on EDGAR

  1. 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 seven members. All of the nominees listed below are currently directors of the Company. If elected at the Annual Meeting, each of these nominees would serve for terms expiring at the 2028 Annual Meeting of Stockholders. Each director will hold office until their successor has been elected and 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 2024 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 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. A 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 a variety of personal and professional backgrounds, 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 candidates who meet the Board’s criteria, while also taking into account a range of perspectives, backgrounds, and experiences 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.

  2. ELECTION OF DIRECTORS

    | 2025 Proxy Statement | | | 11 |

  3. ELECTION OF DIRECTORS

    | 12 | | | 2025 Proxy Statement |

  4. ELECTION OF DIRECTORS

    Rigel believes that the mission of the Company is best served by a Board of Directors that both fosters and includes a breadth of perspectives in all its dimensions, including skills, experiences, and personal characteristics (such as gender, race and ethnicity) that enable effective and independent oversight. 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.

  5. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING Kamil Ali-Jackson, Esq., age 66, 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 cofounded 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 has served since February 2020 on the board of directors, audit committee, and compensation committee, and is the chair of the nominating and corporate governance committee of PDS Biotechnology Corporation, a publicly held clinical stage biopharmaceutical 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. 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 68, joined us as a director in March 2019. Ms. Wasman is a strategic leader with over 25 years of experience in the biopharma industry working with companies ranging from large, multinational corporations to privately held start-ups. Ms. Wasman is founder and president of JWasman Advisors. 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 has served since December 2017 and was until 2024 chair of the board of Sellas Life Sciences, a public oncology-focused biotech company, as well as chair of its nominations and governance committee. She previously served as chair of the board of Athersys, where she joined the board in November 2020, and also served 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.

  6. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE. |

  7. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | 2025 Proxy Statement | | | 13 |

  8. 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 64, 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 has served since June 2015 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 70, joined us as a director in March 1997. Since October 2018 Dr. Moos has worked at Pandect venture capital firms, including Pandect Bioventures where he is a Managing Director, and Pandect Catalyst where he is a Managing Member, investing in life sciences (therapeutics, diagnostics, medical devices, agriculture, biotechnology), cleantech (clean air, clean water, energy storage), and sensors. Dr. Moos also serves on the boards of directors of Valitor, Inc., Circle Pharma, Inc., and Organos, 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 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 64, 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 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

  9. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 14 | | | 2025 Proxy Statement |

  10. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    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.

  11. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS Gregg A. Lapointe, CPA, MBA, age 66, 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 has served since March 2009 on the board of directors of Soligenix, Inc. and since January 2019 on the board of directors of 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. Mark W. Frohlich, M.D., age 63, joined us as a director in March 2025. Since 2022, Dr. Frohlich has served as chief executive officer of Indapta Therapeutics, a privately held biotechnology company focused on developing and bringing to market allogeneic natural killer cell therapies to treat the still unmet medical needs of patients with cancer as well as autoimmune diseases. Prior to joining Indapta, Dr. Frohlich served as a consultant and strategic advisor for several immuno-oncology biotechnology companies from 2017 to 2022. From 2014 to 2017, he led portfolio strategy at Juno Therapeutics, which developed the FDA-approved CAR T-cell therapy Breyanzi® for large B-cell lymphoma, until the company was sold to Celgene (now Bristol Myers Squibb). Prior to joining Juno, from 2005 to 2014 he held various roles at Dendreon Corporation, a pioneer in the development of cellular immunotherapy, with his most recent role being chief medical officer and executive vice president of Research & Development. At Dendreon, he led the clinical team responsible for the development and U.S. and European regulatory approval of PROVENGE®, one of the first commercially available cancer immunotherapies. Prior to joining Dendreon, Dr. Frohlich was an assistant adjunct professor of hematology/oncology at the University of California, San Francisco, where he specialized in urologic oncology and conducted laboratory, translational and clinical research. Dr. Frohlich earned a B.S. in Electrical Engineering and Economics from Yale College and an M.D. from Harvard Medical School. Dr. Frohlich was selected to serve as a member of the Board in part due to his extensive experience with researching, developing, and commercializing therapeutics in the area of oncology, which is the focus of our product portfolio, and also for his clinical acumen and extensive leadership experience.

  12. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | 2025 Proxy Statement | | | 15 |

  13. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  14. 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). |

  15. 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

  16. Non-Employee Director Compensation Limit

    | 30 | | | 2025 Proxy Statement |

  17. 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.”

  18. 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 |

  19. 2024 Say-on-Pay Vote

    | Shareholder Outreach | | | Feedback | Action | | • Provide additional disclosures about stockholder outreach • Provide additional disclosures about long-term incentive compensation program • Stockholders appreciated our low burn rate | ✔ Enhanced descriptions of outreach meetings and participants ✔ Added table of relevant stockholder feedback and responsive actions ✔ Enhanced Pay Elements table, above ✔ Added table of performance stock option performance criteria and achievement, see below ✔ Provided greater detail regarding the terms of the performance stock option, including the term and performance period ✔ Continued careful stewardship of our Equity Plans |

  20. 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 2024, we provided our NEOs with the opportunity to earn short-term incentive compensation under the 2024 Cash Incentive Plan (the “2024 Cash Plan”). Under the 2024 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 2024 Cash Plan, the corporate performance goals related to the Company’s financial and operational performance. The corporate goals established under the 2024 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 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 annual corporate goals that comprised the 2024 Cash Plan were reviewed by our Compensation Committee and Board regularly in their development, and approved in final form by our Compensation Committee, and subsequently ratified by the Board. The goals included in the 2024 Cash Plan were designed to be challenging, but attainable with strong management performance. The 2024 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 NEO when evaluating whether and to what extent to award bonuses. For 2024, the CEO’s bonus was based 100% on corporate goal achievement; and, for non-CEO NEOs, their bonuses were weighted 70% based on corporate goal achievement and 30% based on individual performance.

  21. Short-Term Incentive Compensation

    | 52 | | | 2025 Proxy Statement |

  22. Short-Term Incentive Compensation

    Our Compensation Committee uses a threshold of “40% completion of aggregate corporate goals” to determine whether any bonuses should be received by the NEOs. 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 2024 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:

  23. Short-Term Incentive Compensation

    | 2024 Corporate Goals | | Target Weighting | Percent Attainment of Overall Target Bonus | | Grow US sales: | | 40% | 42% | | 1) | Achieve combined US net product sales of more than $138.0 million. | | | | | • US Sales Growth Goal: There was substantial achievement of the commercial sales goal with the Company achieving combined US net product sales of $144.9 million and making significant progress on the GAVRETO launch. TAVALISSE net product sales of $104.8 million represented a 12% increase compared to $93.7 million in the full year 2023. REZLIDHIA net product sales of $23.0 million represented a 118% increase compared to $10.6 million in the full year 2023. GAVRETO became commercially available from Rigel in June 2024, and net product sales recognized in 2024 were $17.1 million. Overall, these sales were above our target goal, and the percentage attainment of the overall target bonus was increased. | | | | Expand Pipeline: | | 30% | 33% | | 1) | Generate 6-month data for clinical trial of R289 IRAK 1/4 inhibitor in lower-risk MDS in all possible Phase 1b cohorts. If data supports, select Phase 2 expansion dose and initiate Phase 2 dose expansion phase. | | | | 2) | Complete out-license for programs/products. | | | | 3) | Complete collaboration agreement for two major clinical collaborations/Investigator-Sponsored Trials for olutasidenib with government entity or academic center. | | | | 4) | Complete an additional hematology-oncology (or adjacent area) in-license/acquisition of product/company. | | | | 5) | Initiate patient enrollment in at least three clinical trials for olutasidenib in major collaboration with academic center. | | | | | • Pipeline Expansion Goal: Pipeline expansion accomplishments are evaluated collectively for target achievement purposes. | | | | | ○ In February 2024, Rigel announced the acquisition of the U.S. rights to GAVRETO® (pralsetinib). The acquisition of this product further expanded Rigel’s portfolio and leveraged Rigel’s existing infrastructure in both the institutional and community medical practice settings. We completed the acquisition, successfully transitioned the product to Rigel and launched earlier than expected. We began commercialization of GAVRETO in late June 2024. | | | | | ○ The Phase 1b study of R289 (IRAK 1/4 inhibitor) in lower-risk MDS made substantive progress. In December 2024, initial data from the ongoing Phase 1b study was presented at the 66th ASH Annual Meeting and Exposition, demonstrating that R289 was generally well tolerated in a heavily pretreated lower-risk MDS patient population, the majority of whom were high transfusion burden at baseline. As of March 4, 2025, enrollment in the fifth dose level (500 mg / 250 mg split dose) was complete and the new sixth dose level (500 mg twice daily) was open for enrollment. | | |

  24. Short-Term Incentive Compensation

    | 2025 Proxy Statement | | | 53 |

  25. Short-Term Incentive Compensation

    | 2024 Corporate Goals | | Target Weighting | Percent Attainment of Overall Target Bonus | | | ○ In September 2024, we entered into an out-licensing agreement with Kissei to develop and commercialize olutasidenib in Japan, Korea and Taiwan. Under the terms of the agreement, we received an upfront fee of $10.0 million, with the potential for additional milestones and royalty-type payments based on net sales. Additionally, in November 2024, we out-licensed olutasidenib to Dr. Reddy’s in various territories, bringing in an additional $4.0 million in an upfront payment. | | | | | ○ The multi-year strategic development with MD Anderson to expand the evaluation of olutasidenib in AML and other hematologic cancers progressed well during 2024. As of December 31, 2024, three of the four trials were open for enrollment and the AML triplet study enrolled its first patient in September 2024. The fourth trial was opened for enrollment in January 2025. Also in 2024, we entered into a strategic development collaboration with Collaborative Network for Neuro-Oncology Clinical Trials (CONNECT) to conduct a Phase 2 clinical study to evaluate olutasidenib in combination with temozolomide as a maintenance regimen in newly diagnosed adolescent and young adult patients with high-grade glioma (HGG) harboring an IDH1 mutation. | | | | | • The Company’s overall pipeline expansion achievement for 2024 exceeded full attainment of the overall target bonus for this metric. | | | | Financial: | | 30% | 40% | | 1) | Maintain operating expenses within budget | | | | 2) | Achieve financial goal of positive adjusted EBITDA | | | | | • Financial Goal: By managing expenses and leveraging efficiencies, we maintained operating expenses and cash balance within budget, resulting in overachievement of the goal for this metric. For the full year 2024, total costs and expenses were $155.1 million, compared to $137.4 million for the full year 2023. As of December 31, 2024, Rigel had cash, cash equivalents and short-term investments of $77.3 million, compared to $56.9 million as of December 31, 2023. | | | | | • For the full year 2024, Rigel reported income from operations of $24.2 million and overachieved our financial goal of positive adjusted EBITDA. | | | | Total (as a % of Target Bonus) | | 100% | 115% |

  26. Short-Term Incentive Compensation

    In order to determine the overall attainment percentage under the 2024 Cash Plan, our CEO, along with the Company’s management, reviews and assesses performance against the goals specified above, makes recommendations to the Compensation Committee based on that assessment. The Compensation Committee reviews this feedback, and the percentage attainment of each goal is determined and approved by the Compensation Committee along with the final payouts under the 2024 Cash Plan, with the corporate goal achievement and payouts subsequently ratified by the Board. In 2024, we achieved all of our overall goals and made additional achievements beyond those originally planned. Sales were above the targeted goal. Pipeline expansion exceeded the overall target, and specifically our progress with GAVRETO’s launch, and the Phase 1b study of R289 surpassed targets. Finally, the achievement of meaningful profitability, measured by positive adjusted EBITDA, strongly exceeded expectations. The Compensation Committee and the Board agreed that these levels of achievement appropriately exceeded the 100% target payout level and supported a payout equal to 115% of target with respect to the corporate performance goals. The CEO reviews and assesses the individual performance of each of the other NEOs to determine the level of their achievement of personal goals for their

  27. Short-Term Incentive Compensation

    | 54 | | | 2025 Proxy Statement |

  28. Short-Term Incentive Compensation

    specific role. These specific goals are generally aligned in part with the annual corporate goals and also include management of their individual departments and achievements specific to their functional area of responsibility. The CEO makes recommendations to the Compensation Committee based on that assessment. The Compensation Committee reviews this feedback, and the percentage attainment of each NEO's individual performance metric is determined and approved by the Compensation Committee, and subsequently ratified by the Board. The table below sets forth the target bonus opportunities for each of the NEOs (each expressed as a percentage of base salary and in dollars), as well as the actual bonus payment amount with respect to 2024 performance:

  29. 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% | $454,200 | (2) | 115% | $522,330 | | Dean L. Schorno | 50% | $247,570 | 100% | 115% | $273,565 | | Raymond J. Furey | 50% | $231,000 | 100% | 115% | $255,255 | | David A. Santos | 50% | $248,040 | 105% | 115% | $277,805 | | Lisa Rojkjaer, M.D.(1) | 50% | $200,034 | 100% | 115% | $221,038 |

  30. Short-Term Incentive Compensation

    | (1) Target bonus opportunity percentage for each of the NEOs, other than Dr. Rojkjaer, was unchanged in 2024 as compared to 2023. Dr. Rojkjaer’s target bonus opportunity percentage was established when she joined the Company based on competitive market practices as well as the Company’s internal pay practices. |

  31. Short-Term Incentive Compensation

    | (2) CEO bonus is based 100% on corporate goal achievement. |

  32. Long-Term Incentive Compensation

    Long-Term Incentive Compensation For 2024, the Company provided long-term incentive compensation to its NEOs in the form of stock options (both time-based and performance-based) 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 2024 equity awards were granted under the 2018 Plan, or, in the case of Dr. Rojkjaer’s new hire stock option award, under the Inducement Plan. In January 2024, the Compensation Committee determined the number of equity awards to be granted to each then-serving NEO 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 2024, after consideration of these factors, the Compensation Committee approved the grant of stock options and RSU awards to each of the then-serving NEOs, as set forth in the table below. Dr. Rojkjaer’s new hire equity awards were established when she joined the Company in March 2024 based on competitive market practices as well as the Company’s internal pay practices. Exercise prices for each stock option were set at the fair market value of the common stock on the date of grant.

  33. Long-Term Incentive Compensation

    | 2024 Long Term Incentives | Percent of Total Reward | | | | CEO | Non-CEO NEO* | | Restricted stock unit awards | 33.3% | 50% | | Time-based stock option awards | 33.3% | 25% | | Performance stock option awards | 33.3% | 25% | | • Achievement of a target net sales goal in a trailing 12-month period (50%) | | | | • Achievement of a significant, defined, corporate development milestone (50%) | | |

  34. Long-Term Incentive Compensation

    *Excludes Dr. Rojkjaer due to her new hire equity awards. For equity awards granted to the NEOs in 2024 other than Mr. Rodriguez and Dr. Rojkjaer, one half of these awards were granted in the form of RSU awards subject to time-based vesting in equal annual

  35. Long-Term Incentive Compensation

    | 2025 Proxy Statement | | | 55 |

  36. Long-Term Incentive Compensation

    installments over three years, one quarter were granted in the form of stock options subject to time-based vesting on a monthly basis over three years, and one quarter were granted in the form of stock options subject to performance-based vesting criteria. Mr. Rodriguez received the same form of long-term incentive awards, with each component weighted 33.3%. Dr. Rojkjaer’s new hire grants were delivered entirely in the form of stock options, with one half of these stock options subject to a time-based vesting schedule pursuant to which 25% of the stock options vested on March 11, 2025 and with the remaining stock options vesting in monthly installments over the following three years, while the remaining one half of the stock options are subject to performance-based vesting criteria. Total reward equity vehicle mix is based on an equivalency ratio of 1.5 stock options to 1.0 RSUs. In each case, vesting of any such stock options and RSUs are subject to the executive’s continuous service to the Company through the applicable vesting date. Of the performance-based options, half were scheduled to vest upon achievement of certain net product sales goals, and half were scheduled to vest upon achievement of a significant, defined, corporate development milestone via acquisition or product licensing, described below. The performance goals for the performance-based options were designed to be challenging, yet attainable with strong management performance. The performance goals can be achieved anytime during the life of the option, which expires on the ten year anniversary of the date of grant.

  37. Long-Term Incentive Compensation

    | Named Executive Officer(2) | Time-Vested Options (#) | Performance-Vested Options (#) | RSUs (#) | | Raul R. Rodriguez | 60,000 | 60,000 | 40,000 | | Dean L. Schorno | 15,700 | 15,700 | 20,900 | | Raymond J. Furey | 15,700 | 15,700 | 20,900 | | David A. Santos | 15,700 | 15,700 | 20,900 | | Lisa Rojkjaer, M.D.(1) | 18,750 | 18,750 | — |

  38. Long-Term Incentive Compensation

    | (1) New hire grants for Dr. Rojkjaer. |

  39. Long-Term Incentive Compensation

    | (2) Historical grants adjusted for reverse stock split on June 27, 2024. |

  40. 2024 Vesting of Performance Equity Grants

    2024 Vesting of Performance Equity Grants The NEOs additionally hold awards of stock options granted in prior years and subject to performance-based vesting criteria. These vesting criteria include achievement of product sales levels above current levels, achievement of certain corporate development goals, completion of certain clinical trials, and regulatory filings, milestones, or approvals of additional products or indications.

  41. 2024 Vesting of Performance Equity Grants

    | 56 | | | 2025 Proxy Statement |

  42. 2024 Vesting of Performance Equity Grants

    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 NEOs during 2024:

  43. 2024 Vesting of Performance Equity Grants

    | Named Executive Officer | Performance Goal | Achievement | Grant Date(s) | Achievement Date | Number of Performance- Based Options Vested in 2024 | | Raul R. Rodriguez | Achieve a trailing 12-month target net sales of $100 million | Achieved $122.2 million 12-month net sales | February 2020 | August 2024 | 122,500 | | | Achieve a trailing 12-month target net sales of $130 million | Achieved $138.2 million 12-month net sales | January 2023 | November 2024 | | | | In-license of product with registrational data or more advanced | Completed acquisition of GAVRETO | January 2023 January 2024 | February 2024 | | | Dean L. Schorno | Same four awards as Mr. Rodriguez above | | | | 30,350 | | Raymond J. Furey | In-license of product with registrational data or more advanced | Completed acquisition of GAVRETO | December 2022 January 2024 | February 2024 | 17,225 | | David A. Santos | Achieve a trailing 12-month target net sales of $130 million(1) | Achieved $138.2 million 12-month net sales | January 2023 | November 2024 | 23,850 | | | In-license of product with registrational data or more advanced | Completed acquisition of GAVRETO | January 2023 January 2024 | February 2024 | | | Lisa Rojkjaer, M.D. | — | — | | | — |

  44. 2024 Vesting of Performance Equity Grants

    The performance-based options vested in 2024 and shown in the table above were part of long-term incentive awards granted to Messrs. Rodriguez and Schorno in February 2020, January 2023 and January 2024, to Mr. Santos in January 2023 and January 2024, and to Mr. Furey in December 2022 and January 2024. The specific performance condition deemed to have been achieved, as determined in February 2024, was to in-license or acquire a product with registrational data or more advanced, and as determined in August 2024 and November 2024, were to achieve a trailing 12-month target net sales.

  45. 2024 Vesting of Performance Equity Grants

    | 2025 Proxy Statement | | | 57 |

  46. Other Elements of Our 2024 Executive Compensation Program

    Other Elements of Our 2024 Executive Compensation Program Offer Letter Agreements. The Company has entered into offer letter agreements with each of Messrs. Schorno, Santos and Furey and Dr. Rojkjaer. 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. Pursuant to the terms of her March 2024 offer letter, Dr. Rojkjaer received a $50,000 sign-on bonus. 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 NEOs 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 NEOs, 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 (i) whether such termination takes place within the Change of Control period, and (ii) the NEO’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. Please see the sections entitled “Employment, Severance and Change of Control Agreements,” “2024 Potential Payments Upon Change in Control and Termination Table,” and “2024 Potential Payments Upon Termination Table” for further information regarding the benefits payable under the Severance Plan. 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. Insider Trading Policy. The Company has insider trading policies and procedures that set forth acceptable transactions involving the purchase, sale and other disposition of our securities by employees and directors, as well as certain designated consultants and contractors, and the Company itself.

  47. 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 2024 executive compensation, the Compensation Consultant analyzed our executive officers’ compensation against the compensation of executive officers at comparable companies to evaluate whether 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 2024 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 2024. The Compensation Committee reviewed the independence of the Compensation Consultant under Nasdaq and SEC

  48. Guidance from Independent Compensation Consultant

    | 2025 Proxy Statement | | | 59 |

  49. Guidance from Independent Compensation Consultant

    rules and concluded that the work of the Compensation Consultant has not raised any conflict of interest.

  50. 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. To identify this peer group of companies, 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 2024 compensation decisions. In comparison to the peer group from last year, the following changes were made: (i) the removal of Clovis Oncology, Epizyme, Geron, ImmunoGen, Provention Bio, Sorrento Therapeutics, and (ii) the addition of Arcturus Therapeutics, Assertio Holdings, Atara Biotherapeutics, Gritstone Bio, MacroGenics, and Nektar Therapeutics. These changes were made in order to account for acquisitions, size or business differences.

  51. Competitive Market Review and Benchmarking

    | 2024 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 Pharmaceutical, Inc. | • Nektar Therapeutics • Omeros Corporation • Paratek Pharmaceuticals, Inc. • Puma Biotechnology, Inc. • Sangamo Therapeutics, Inc. • UroGen Pharma Ltd. |

  52. Competitive Market Review and Benchmarking

    | 60 | | | 2025 Proxy Statement |

  53. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table shows for the fiscal year ended December 31, 2024, and, to the extent required by SEC disclosure rules, December 31, 2023 and 2022 compensation awarded to or paid to or earned by our Named Executive Officers.

  54. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary $ | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total $ | | Raul R. Rodriguez President and Chief Executive Officer | 2024 | 757,000 | — | 508,000 | 1,175,160 | 522,330 | 36,198 | 2,998,688 | | | 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 | | Dean L. Schorno Executive Vice President and Chief Financial Officer | 2024 | 495,100 | — | 265,430 | 307,500 | 273,565 | 36,198 | 1,377,793 | | | 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 | | Raymond J. Furey Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2024 | 462,000 | — | 265,430 | 307,500 | 255,255 | 34,404 | 1,324,589 | | | 2023 | 440,000 | — | — | — | 212,300 | 30,700 | 683,000 | | | 2022 | 49,425 | — | — | 292,500 | — | 358 | 342,283 | | David A. Santos Executive Vice President and Chief Commercial Officer | 2024 | 496,080 | — | 265,430 | 307,500 | 277,805 | 35,648 | 1,382,463 | | | 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 | | Lisa Rojkjaer, M.D. Executive Vice President and Chief Medical Officer | 2024 | 401,250 | 50,000 | — | 430,875 | 221,038 | 29,840 | 1,133,003 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — |

  55. 2024 SUMMARY COMPENSATION TABLE

    | 1. | Dr. Rojkjaer received $50,000 sign-on bonus as part of her employment package. |

  56. 2024 SUMMARY COMPENSATION TABLE

    | 2. | 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. 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, 2024. |

  57. 2024 SUMMARY COMPENSATION TABLE

    | 3. | The amounts reported in this column represent stock option grants to our Named Executive Officers under the 2018 Plan (or, in the case of Dr. Rojkjaer, the Inducement 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. 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, 2024. |

  58. 2024 SUMMARY COMPENSATION TABLE

    | 4. | 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 2024 Cash Plan. |

  59. 2024 SUMMARY COMPENSATION TABLE

    | 5. | For 2024, represents 401(k) matching contributions, gift cards and gym membership reimbursement, to our Named Executive Officers. For Dr. Rojkjaer, this amount also includes certain company reimbursed travel expenses pursuant to her offer letter. |

  60. 2024 SUMMARY COMPENSATION TABLE

    | 2025 Proxy Statement | | | 61 |

  61. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding grants of plan-based awards to the Named Executive Officers:

  62. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(2) | 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 ($) | | | | | | | Raul R. Rodriguez | | | | | | | | | | | 2018 Plan | 1/23/2024 | — | — | — | 60,000 | — | — | 12.70 | 587,580 | | 2018 Plan | 1/23/2024 | — | — | — | — | — | 60,000 | 12.70 | 587,580 | | 2018 Plan | 1/23/2024 | — | — | — | — | 40,000 | — | — | 508,000 | | 2024 Cash Plan | — | — | 454,200 | 908,400 | — | — | — | — | — | | Dean L. Schorno | | | | | | | | | | | 2018 Plan | 1/23/2024 | — | — | — | 15,700 | — | — | 12.70 | 153,750 | | 2018 Plan | 1/23/2024 | — | — | — | — | — | 15,700 | 12.70 | 153,750 | | 2018 Plan | 1/23/2024 | — | — | — | — | 20,900 | — | — | 265,430 | | 2024 Cash Plan | — | — | 247,570 | 495,140 | — | — | — | — | — | | Raymond J. Furey | | | | | | | | | | | 2018 Plan | 1/23/2024 | — | — | — | 15,700 | — | — | 12.70 | 153,750 | | 2018 Plan | 1/23/2024 | — | — | — | — | — | 15,700 | 12.70 | 153,750 | | 2018 Plan | 1/23/2024 | — | — | — | — | 20,900 | — | — | 265,430 | | 2024 Cash Plan | — | — | 231,000 | 462,000 | — | — | — | — | — | | David A. Santos | | | | | | | | | | | 2018 Plan | 1/23/2024 | — | — | — | 15,700 | — | — | 12.70 | 153,750 | | 2018 Plan | 1/23/2024 | — | — | — | — | — | 15,700 | 12.70 | 153,750 | | 2018 Plan | 1/23/2024 | — | — | — | — | 20,900 | — | — | 265,430 | | 2024 Cash Plan | — | — | 248,040 | 496,080 | — | — | — | — | — | | Lisa Rojkjaer, M.D.(6) | | | | | | | | | | | Inducement Plan | 3/27/2024 | — | — | — | 9,375 | — | — | 14.90 | 107,719 | | Inducement Plan | 3/27/2024 | — | — | — | 9,375 | — | — | 14.90 | 107,719 | | Inducement Plan | 3/27/2024 | — | — | — | — | — | 18,750 | 14.90 | 215,438 | | 2024 Cash Plan | — | — | 200,034 | 400,068 | — | — | — | — | — |

  63. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 1. | The amounts shown for the 2024 Cash Plan reflect estimated payouts for the fiscal year ended December 31, 2024, under the 2024 Cash Plan based on the Company’s performance. See “What We Pay and Why – Short-Term Incentive Compensation” for a complete description of the 2024 Cash Plan and the related performance criteria. |

  64. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 2. | The amounts shown represent performance-based stock options granted under the 2018 Plan and Inducement Plan to each of the Company’s Named Executive Officers. Please see “Compensation Discussion and Analysis” for further information regarding these awards. |

  65. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 3. | The amounts shown represent service-based RSUs granted under the 2018 Plan to the Company’s Named Executive Officers. Please see “Compensation Discussion and Analysis” for further information regarding these awards. |

  66. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 4. | The amounts shown represent service-based stock options granted under the 2018 Plan to the Company’s Named Executive Officers. Please see “Compensation Discussion and Analysis” for further information regarding these awards. |

  67. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 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, 2024. |

  68. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 6. | Dr. Rojkjaer joined the Company in March 2024. |

  69. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 62 | | | 2025 Proxy Statement |

  70. 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, 2024, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

  71. 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 ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(13) | | Raul R. Rodriguez | 1/26/15 | 45,000 | — | — | 21.40 | 1/26/25 | (2) | — | — | | | 1/26/15 | 45,000 | — | — | 21.40 | 1/26/25 | (2) | — | — | | | 1/26/16 | 40,000 | — | — | 27.40 | 1/26/26 | (2) | — | — | | | 1/26/16 | 40,000 | — | — | 27.40 | 1/26/26 | (2) | — | — | | | 2/2/17 | 14,211 | — | — | 21.10 | 2/2/27 | (2) | — | — | | | 2/2/17 | 45,000 | — | — | 21.10 | 2/2/27 | (2) | — | — | | | 2/2/17 | 30,788 | — | — | 21.10 | 2/2/27 | (2) | — | — | | | 1/24/18 | 47,499 | — | — | 44.90 | 1/24/28 | (2) | — | — | | | 1/24/18 | 23,750 | — | — | 44.90 | 1/24/28 | (2) | — | — | | | 1/24/18 | 23,750 | — | — | 44.90 | 1/24/28 | (2) | — | — | | | 1/23/19 | 5,000 | — | — | 20.00 | 1/23/29 | (2) | — | — | | | 1/23/19 | 60,000 | — | — | 20.00 | 1/23/29 | (2) | — | — | | | 1/23/19 | 54,999 | — | — | 20.00 | 1/23/29 | (2) | — | — | | | 2/6/20 | 32,500 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 2/6/20 | — | — | 16,250 | 24.20 | 2/6/30 | (3) | — | — | | | 2/6/20 | 16,250 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 2/6/20 | 64,999 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 1/27/21 | 2,823 | 1,095 | — | 35.40 | 1/27/31 | (4) | — | — | | | 1/27/21 | 48,581 | — | — | 35.40 | 1/27/31 | (2) | — | — | | | 1/27/21 | — | — | 52,500 | 35.40 | 1/27/31 | (3) | — | — | | | 1/24/22 | 29,155 | 10,844 | — | 24.20 | 1/24/32 | (5) | — | — | | | 1/24/22 | 20,000 | — | — | 24.20 | 1/24/32 | (2) | — | — | | | 1/24/22 | 20,000 | — | — | 24.20 | 1/24/32 | (2) | — | — | | | 1/24/22 | | | | | | (6) | 10,000 | 168,200 | | | 1/26/23 | 30,000 | — | — | 18.70 | 1/26/33 | (2) | — | — | | | 1/26/23 | 30,000 | — | — | 18.70 | 1/26/33 | (2) | — | — | | | 1/26/23 | 28,750 | 31,249 | — | 18.70 | 1/26/33 | (9) | — | — | | | 1/26/23 | | | | | | (8) | 22,500 | 378,450 | | | 1/23/24 | 30,000 | — | — | 12.70 | 1/23/34 | (2) | — | — | | | 1/23/24 | — | — | 30,000 | 12.70 | 1/23/34 | (3) | — | — | | | 1/23/24 | 18,326 | 41,673 | — | 12.70 | 1/23/34 | (10) | — | — | | | 1/23/24 | | | | | | (11) | 40,000 | 672,800 | | Dean L. Schorno | 6/4/18 | 10,465 | — | — | 34.40 | 6/4/28 | (2) | — | — | | | 6/4/18 | 8,375 | — | — | 34.40 | 6/4/28 | (2) | — | — | | | 6/4/18 | 8,375 | — | — | 34.40 | 6/4/28 | (2) | — | — | | | 6/4/18 | 6,284 | — | — | 34.40 | 6/4/28 | (2) | — | — | | | 1/23/19 | 1,999 | — | — | 20.00 | 1/23/29 | (2) | — | — | | | 1/23/19 | 14,250 | — | — | 20.00 | 1/23/29 | (2) | — | — | | | 1/23/19 | 16,250 | — | — | 20.00 | 1/23/29 | (2) | — | — | | | 2/6/20 | 4,132 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 2/6/20 | 10,000 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 2/6/20 | — | — | 5,000 | 24.20 | 2/6/30 | (3) | — | — | | | 2/6/20 | 5,000 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 2/6/20 | 15,867 | — | — | 24.20 | 2/6/30 | (2) | — | — | | | 1/27/21 | 2,808 | 238 | — | 35.40 | 1/27/31 | (4) | — | — | | | 1/27/21 | 8,203 | — | — | 35.40 | 1/27/31 | (2) | — | — | | | 1/27/21 | — | — | 11,250 | 35.40 | 1/27/31 | (3) | — | — | | | 1/24/22 | 7,291 | 2,708 | — | 24.20 | 1/24/32 | (5) | — | — | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | — | — |

  72. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2025 Proxy Statement | | | 63 |

  73. 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 ($) | Option Expiration | Option/ RSU Vesting Commencement Date | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(13) | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | — | — | | | 1/24/22 | | | | | | (6) | 2,500 | 42,050 | | | 1/26/23 | 6,250 | — | — | 18.70 | 1/26/33 | (2) | — | — | | | 1/26/23 | 6,250 | — | — | 18.70 | 1/26/33 | (2) | — | — | | | 1/26/23 | 5,981 | 6,518 | — | 18.70 | 1/26/33 | (9) | — | — | | | 1/26/23 | | | | | | (8) | 4,725 | 79,475 | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | — | — | | | 1/23/24 | — | — | 7,850 | 12.70 | 1/24/34 | (3) | — | — | | | 1/23/24 | 4,796 | 10,903 | — | 12.70 | 1/24/34 | (10) | — | — | | | 1/23/24 | | | | | | (11) | 20,900 | 351,538 | | Raymond J. Furey | 12/8/22 | 9,375 | — | | 9.00 | 12/8/32 | (2) | — | — | | | 12/8/22 | — | — | 9,375 | 9.00 | 12/8/32 | (3) | — | — | | | 12/8/22 | 9,757 | 8,993 | — | 9.00 | 12/8/32 | (7) | — | — | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | — | — | | | 1/23/24 | — | — | 7,850 | 12.70 | 1/24/34 | (3) | — | — | | | 1/23/24 | 4,796 | 10,904 | — | 12.70 | 1/24/34 | (10) | — | — | | | 1/23/24 | | | | | | (11) | 20,900 | 351,538 | | David A. Santos | 8/19/20 | 25,000 | — | — | 25.20 | 8/19/30 | (2) | — | — | | | 1/27/21 | 11,280 | 305 | — | 35.40 | 1/27/31 | (4) | — | — | | | 1/27/21 | 2,164 | — | — | 35.40 | 1/27/31 | (2) | — | — | | | 1/27/21 | — | — | 13,750 | 35.40 | 1/27/31 | (3) | — | — | | | 1/24/22 | 7,291 | 2,708 | — | 24.20 | 1/24/32 | (5) | — | — | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | — | — | | | 1/24/22 | 5,000 | — | — | 24.20 | 1/24/32 | (2) | — | — | | | 1/24/22 | | | | | | (6) | 2,500 | 42,050 | | | 1/26/23 | 8,000 | — | — | 18.70 | 1/26/33 | (2) | — | — | | | 1/26/23 | 8,000 | — | — | 18.70 | 1/26/33 | (2) | — | — | | | 1/26/23 | 7,661 | 8,338 | — | 18.70 | 1/26/33 | (9) | — | — | | | 1/26/23 | | | | | | (8) | 6,000 | 100,920 | | | 1/23/24 | 7,850 | — | — | 12.70 | 1/24/34 | (2) | — | — | | | 1/23/24 | — | — | 7,850 | 12.70 | 1/24/34 | (3) | — | — | | | 1/23/24 | 4,796 | 10,903 | — | 12.70 | 1/24/34 | (10) | — | — | | | 1/23/24 | | | | | | (11) | 20,900 | 351,538 | | Lisa Rojkjaer, M.D. | 3/27/24 | — | — | 9,375 | 14.90 | 3/27/34 | (3) | — | — | | | 3/27/24 | — | — | 9,375 | 14.90 | 3/27/34 | (3) | — | — | | | 3/27/24 | — | 18,750 | — | 14.90 | 3/27/34 | (12) | — | — |

  74. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 1. | The stock option grants and RSU grants were issued pursuant to our equity plans. |

  75. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2. | Fully vested. |

  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 3. | Vests upon achievement of certain performance-based milestones prior to the expiration of the term of the option. |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 4. | Option vests in 48 equal monthly installments commencing on January 1, 2021. |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 5. | Option vest in 48 equal monthly installments commencing on January 1, 2022. |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 6. | The RSUs vest annually over four (4) years from February 1, 2022, with the first annual vest occurring on February 1, 2023. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 7. | Option vests 25% on November 21, 2023, and 36 equal monthly installments thereafter. |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 8. | The RSUs vest annually over four (4) years from February 1, 2023, with the first annual vest occurring on February 1, 2024. |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 9. | Option vest in 48 equal monthly installments commencing on January 1, 2023. |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 10. | Option vest in 36 monthly installments commencing on January 23, 2024. |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 11. | The RSUs vest annually over three (3) years from February 1, 2024, with the first annual vest occurring on February 1, 2025. |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 12. | Option vests 25% on March 11, 2025, and 36 equal monthly installments thereafter. |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 13. | Market value for unvested RSUs is calculated based on the closing stock price of $16.82 for a share of our common stock as of December 31, 2024. |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 64 | | | 2025 Proxy Statement |

  88. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  89. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | | 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 | — | — | 12,500 | 150,000 | | Dean L. Schorno | — | — | 2,825 | 33,900 | | Raymond J. Furey | — | — | — | — | | David A. Santos | — | — | 3,250 | 39,000 | | Lisa Rojkjaer, M.D. | — | — | — | — |

  90. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | (1) The shares reported in this column represent shares acquired upon the vesting of RSU awards. |

  91. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | (2) The market value for the RSUs that vested during 2024 is based upon the closing stock price on the applicable date. |

  92. 2024 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE

    2024 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE

  93. 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 an SEC 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.

  94. 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(2) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(2)(4) $ | RIGL(5) $ | NASDAQ Biotechnology Index(5) $ | Net Income (Loss) (in millions) $ | Total Revenue (in millions) $ | | 2024 | 2,998,688 | 5,068,841 | 1,301,566 | 1,710,967 | 78.60 | 118.20 | 17.5 | 179.3 | | 2023 | 3,440,790 | 2,061,002 | 1,077,527 | 671,460 | 67.76 | 118.87 | (25.1) | 116.9 | | 2022 | 2,864,120 | 1,465,142 | 1,232,862 | 872,422 | 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 |

  95. PAY VERSUS PERFORMANCE DISCLOSURE

    Footnotes:

  96. 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. |

  97. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2) | Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |

  98. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Raul Rodriguez | | | | | | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation from Summary Compensation Table | 2,998,688 | 3,440,790 | 2,864,120 | 3,428,041 | 2,963,884 | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (1,683,160) | (2,267,280) | (1,771,120) | (2,448,705) | (1,992,765) | | Year-end fair value of unvested awards granted in the current year | 1,788,710 | 1,217,867 | 795,491 | 578,006 | 2,408,173 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 554,321 | (427,053) | (184,265) | (950,857) | 1,177,892 | | Fair values at vest date for awards granted and vested in current year | 551,249 | 114,948 | 260,343 | 269,958 | 159,024 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 859,033 | (18,270) | (499,427) | (9,580) | 8,744 | | Forfeitures during the current year equal to prior year-end fair value | — | — | — | — | — | | Total Adjustments for Equity Awards | 2,070,153 | (1,379,788) | (1,398,978) | (2,561,178) | 1,761,068 | | Compensation Actually Paid (as calculated) | 5,068,841 | 2,061,002 | 1,465,142 | 866,863 | 4,724,952 |

  99. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2025 Proxy Statement | | | 69 |

  100. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Average Non-CEO NEOs | | | | | | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation from Summary Compensation Table | 1,301,566 | 1,077,527 | 1,232,862 | 1,252,576 | 1,079,526 | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (537,416) | (384,280) | (541,865) | (583,025) | (502,228) | | Year-end fair value of unvested awards granted in the current year | 563,100 | 144,805 | 248,969 | 137,627 | 516,458 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 107,735 | (144,445) | (35,496) | (221,116) | 259,670 | | Fair values at vest date for awards granted and vested in current year | 163,278 | 13,649 | 44,372 | 64,268 | 22,395 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 112,704 | (9,756) | (76,420) | (2,918) | 9,196 | | Forfeitures during the current year equal to prior year-end fair value | — | (26,040) | — | — | — | | Total Adjustments for Equity Awards | 409,401 | (406,067) | (360,440) | (605,164) | 305,491 | | Compensation Actually Paid (as calculated) | 1,710,967 | 671,460 | 872,422 | 647,412 | 1,385,017 |

  101. PAY VERSUS PERFORMANCE DISCLOSURE

    | 3) | Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |

  102. PAY VERSUS PERFORMANCE DISCLOSURE

    2024: Dean Schorno, Raymond Furey, David Santos and Lisa Rojkjaer 2023: Dean Schorno, Wolfgang Dummer (Dr. Dummer resigned from Rigel in March 2023), 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

  103. PAY VERSUS PERFORMANCE DISCLOSURE

    | 4) | Average Compensation Actually Paid to non-CEO NEOs has been modified for 2022 and 2023 to reflect a correction in vesting schedule cadence for a non-CEO NEO option award, which impacted the amount vested during and outstanding as of year-end for each of those years. This update resulted in a reduction in the Average Compensation Actually Paid to the non-CEO NEOs of $39,980 and $2,706 from the amounts previously reported for 2023 and 2022, respectively. |

  104. 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. |

  105. 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:

  106. Pay Versus Performance: Graphical Description

    | • | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; |

  107. Pay Versus Performance: Graphical Description

    | • | the Company’s Net Income; and |

  108. 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 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. |

  109. Pay Versus Performance: Graphical Description

    CAP and Cumulative TSR / Cumulative TSR of the Peer Group

  110. Pay Versus Performance: Graphical Description

    | 2025 Proxy Statement | | | 71 |

  111. Pay Versus Performance: Graphical Description

    CAP and Company Net Income (Loss) CAP and Total Revenue

  112. Pay Versus Performance: Graphical Description

    | 72 | | | 2025 Proxy Statement |

  113. 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 purpose s, 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 2024 cash compensation at the same level as 2023. For services provided in 2024, 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, 2024, the total cash compensation earned by all non-employee directors as a group was $503,980. For 2024, 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 Dir. Comp. 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 three thousand (3,000) shares of common stock and two thousand five hundred (2,500) RSUs. In 2024, 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. 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

  114. DIRECTOR COMPENSATION

    | 2025 Proxy Statement | | | 73 |

  115. DIRECTOR COMPENSATION

    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.

  116. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2024 The following table shows the compensation of all non-employee directors of the Company for the fiscal year ended December 31, 2024:

  117. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Kamil Ali-Jackson | 77,000 | 22,688 | 20,566 | — | 120,254 | | Alison L. Hannah, M.D. | 70,000 | 22,688 | 20,566 | — | 113,254 | | Brian L. Kotzin, M.D.(3) | 53,397 | 57,063 | 257,240 | — | 367,700 | | Gregg A. Lapointe | 127,000 | 22,688 | 20,566 | — | 170,254 | | Gary A. Lyons(4) | 19,583 | — | 171,528 | — | 191,111 | | Walter H. Moos, Ph.D. | 75,000 | 22,688 | 20,566 | — | 118,254 | | Jane Wasman | 82,000 | 22,688 | 20,566 | — | 125,254 |

  118. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | 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, 2024. |

  119. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | 2. | Option awards outstanding as of December 31, 2024, for each non-employee director were as follows (outstanding/unexercisable): Ms. Ali-Jackson, 20,250/1,250; Dr. Hannah, 17,750/1,250; Dr. Kotzin, 35,000/0; Mr. Lapointe, 34,000/1,250; Mr. Lyons, 36,000/0; Dr. Moos, 39,000/1,250; and Ms. Wasman, 26,875/1,250. RSU awards outstanding and unvested as of December 31, 2024, for each non-employee director were as follows: Ms. Ali-Jackson – 2,500; Dr. Hannah – 2,500; Dr. Kotzin – 0; Mr. Lapointe – 2,500; Mr. Lyons –0; Dr. Moos – 2,500; and Ms. Wasman – 2,500. |

  120. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | 3. | The stock awards reported for Dr. Kotzin include $34,375 of incremental fair value recognized under ASC 718 in connection with the modification of his outstanding restricted stock awards to provide for accelerated vesting. The option awards reported for Dr. Kotzin include $236,673 of incremental fair value recognized under ASC 718 in connection with the modification of his outstanding stock options to provide for accelerated vesting and extension of the post-termination exercise period. 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, 2024. |

  121. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | 4. | The option awards reported for Mr. Lyons of $171,528 represent the incremental fair value recognized under ASC 718 in connection with the modification of his outstanding stock options to provide for extension of the post-termination exercise period. 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, 2024. |

  122. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    | 74 | | | 2025 Proxy Statement |

  123. APPROVED BY THE STOCKHOLDERS: MAY [ ], 2025

    | 5. | NON-EMPLOYEE DIRECTORS COMPENSATION LIMITS |