Item 5.02.
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a), (b), (c), (e)
On September 15, 2016, Donald G. Payan, M.D, a Rigel co-founder, provided notice of his retirement and resignation from his position as Executive Vice President and President of Discovery and Research and as a member of the Board, effective as of such date. Dr. Payan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Dr. Payan’s resignation, the Company will (i) pay Dr. Payan, as severance and in accordance with certain terms, an amount in cash equivalent to two years of his current base salary plus 200% of his “Eligible Bonus,” where the Eligible Bonus is an average of the percent earned of Dr. Payan’s target bonus for performance for the last two years multiplied by his current target bonus, (ii) accelerate the vesting of options to purchase 191,044 shares of common stock of the Company under his previous awards, (iii) modify the post-termination exercise period of such equity awards until one year following the date of termination, and (iv) if elected by Dr. Payan, pay Dr. Payan, on the first day of each month, a cash payment equal to the premium payments to extend his health insurance under COBRA for up to 18 months. As a result of Dr. Payan’s departure, the Company expects that it will record a one-time cash-related charge of approximately $1.5 million. The Company is still evaluating the charges related to the option portion of Dr. Payan’s agreement.
On September 15, 2016, Rigel also announced that Eldon C. Mayer III will be joining Rigel as Executive Vice President and Chief Commercial Officer. Mr. Mayer is expected to start on or about October 10, 2016.
There are no family relationships between Mr. Mayer and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Mayer is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. The Company expects Mr. Mayer to execute an offer letter and its standard form of indemnification agreement.
A copy of the press release announcing Mr. Mayer’s appointment and Dr. Payan’s retirement is furnished as Exhibit 99.1 hereto and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to the timing for completion of the workforce reduction, and the amount and expected timing related to any associated restructuring and other charges, Mr. Mayer’s start date with the Company and the severance benefits in connection with Dr. Payan’s retirement and resignation. Such forward-looking statements involve known and unknown risks, uncertainties and other factors. More information about the risks the Company faces is included under the headings “Risk Factors” in the Company’s most recently filed documents with the Securities and Exchange Commission. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.
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