Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Retirement of Director
On March 22, 2019, Peter Ringrose, Ph.D. notified Rigel Pharmaceuticals, Inc. (Rigel) of his decision to retire as a member of Rigels board of directors (Board), effective May 22, 2019, after completion of his current term; and, therefore, he would not be standing for re-election. At the time of Dr. Ringroses retirement, he was an independent director and member of the corporate governance, health care compliance oversight and nominating committee and the scientific and clinical trial advisory committee of the Board. Dr. Ringrose indicated that his decision to retire was not a result of any disagreement with Rigel on any matter relating to Rigels operations, policies or practices.
(d) Appointment of Director
On March 22, 2019, Jane Wasman, J.D., was appointed to serve on Rigels Board, until her successor is elected and has qualified, or sooner in the event of her death, resignation or removal. Ms. Wasman joins the class of directors whose term expires at the 2019 annual stockholders meeting.
As a non-employee director of Rigel, Ms. Wasman will receive a yearly retainer of $50,000.
In addition to the cash compensation referenced in the preceding paragraph, Ms. Wasman will receive stock option grants under Rigels 2018 Equity Incentive Plan, or the 2018 Plan. Option grants under the 2018 Plan are non-discretionary. Upon the date of her appointment, Ms. Wasman received an initial grant to purchase 80,000 shares of common stock on the terms and conditions set forth in the 2018 Plan. In addition, on the day following each annual meeting of stockholders, Ms. Wasman will automatically receive an annual option to purchase 55,000 shares of common stock, prorated to 25% for each full quarter of the prior year she was a member of the Board, provided that she continues to serve as a non-employee member of Rigels Board. Rigel has also entered into its standard form of indemnification agreement with Ms. Wasman.
There are no arrangements or understandings between Ms. Wasman and any other persons pursuant to which she was elected as a member of Rigels Board. There are no family relationships between Ms. Wasman and any director, executive officer, or any person nominated or chosen by Rigel to become a director or executive officer. Ms. Wasman is not a party to any current or proposed transaction with Rigel for which disclosure is required under Item 404(a) of Regulation S-K.
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