Rory Riggs
About Rory Riggs
Rory Riggs (age 71) is Chairman of the Board at Cibus, Inc.; he co-founded Cibus Global and chaired its board since 2014, served as Cibus Global’s CEO from 2021, and was Cibus, Inc.’s CEO from the merger closing until February 24, 2025. He holds a B.A. from Middlebury College and an M.B.A. from Columbia University; his background spans biopharma investing, fintech/data analytics, and operating executive roles. The Board has determined he is not independent under Nasdaq standards given his recent executive officer status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cibus Global | Co-founder; Board Director; Chair of Board | Director since 2001; Chair since 2014 | Led development; CEO from 2021 |
| Cibus, Inc. | Chairman; Chief Executive Officer | CEO from merger closing (May 31, 2023) to Feb 24, 2025; Chair since merger | Oversaw post-merger transition |
| Royalty Pharma plc | Co-founder; former director; former chair of investment committee | Prior | Built drug royalty investment platform |
| Locus Analytics, Syntax | Founder; CEO/Executive Chairman | Prior/current | Data analytics/Fintech ventures |
| Biomatrix, Inc. | President; Director | Prior | Company later acquired by Genzyme Corp. |
| RF&P Corporation | Chief Executive Officer | Prior | Led privately held railroad/real estate company |
| PaineWebber (M&A) | Managing Director | Prior | M&A execution experience |
| FibroGen, Inc. | Co-founder; Director | Prior | Publicly traded biotech |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Intra-Cellular Therapies, Inc. | Director | Current | Public company director |
| StageZero Life Sciences Ltd. | Director | Current | Public company director |
| Royalty Pharma plc | Co-founder; former director; former chair, investment committee | Prior | Publicly traded investment company |
Board Governance
| Governance Item | Details |
|---|---|
| Board size and leadership | Seven directors; Chairman: Rory Riggs; Lead Independent Director: Mark Finn |
| Independence | Five independent directors; Riggs is not independent due to recent CEO status; Beetham not independent as Interim CEO |
| Committees | Audit (Finn—chair, Lehmann, Moretti, Walker); Nominating & Governance (Finn—chair, Lehmann, Prante, Walker); Compensation (Prante—chair, Finn, Lehmann); Strategy (Prante—chair, Lehmann) |
| Committee financial expertise | Finn, Lehmann, Moretti, Walker each qualify as “audit committee financial expert” |
| Attendance & engagement | Board met 24 times in 2024; all directors attended >75% of meetings; independent directors hold executive sessions at least quarterly; all directors attended 2024 AGM |
| Lead Independent Director role | Charter includes convening independent sessions, agenda setting, liaison with Chair/management, and stockholder engagement; Finn serves since Oct 12, 2023 |
| Policies | Corporate Governance Guidelines; Code of Business Conduct and Ethics; posted charters for standing committees |
| Hedging & pledging | Hedging and short-selling prohibited; pledging generally restricted; no pledging by insiders in 2024 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| CEO Base Salary (Riggs) | $292,314 | $500,011 |
| Director Compensation Policy (Non-Employee Directors) | Amount |
|---|---|
| Annual cash retainer | $60,000 |
| Lead Independent Director fee | $25,000 |
| Committee Chair fees (Audit/Comp/NomGov/Strategy) | $15,000 / $12,000 / $10,000 / $25,000 |
| Annual equity grant (options or RSUs, non-U.S. option to choose RSUs) | ~$90,000 grant-date value; 10-year term for options; annual vest to next AGM or 1-year |
Notes:
- Riggs received no additional director compensation for board service in 2024 while serving as CEO.
Performance Compensation
| Item | Structure | Metrics |
|---|---|---|
| Director equity | Time-based vesting (to next AGM or 1-year) | No performance-conditioned metrics disclosed |
| Riggs outstanding equity (as executive) | Restricted stock awards vest monthly to stated end dates | Time-based schedules; no performance metrics |
Selected vesting schedules (Riggs):
- Restricted stock awards from Oct 4, 2021 vest monthly through Oct 31, 2025; May 25, 2023 vest monthly through May 31, 2027.
Clawback policy:
- Nasdaq/Exchange Act 10D-1 compliant clawback adopted May 31, 2023; recovery of excess incentive-based compensation upon restatement; no recoveries to date.
Other Directorships & Interlocks
| External Board | Overlap/Interlock with CBUS suppliers/customers | Related-party transactions disclosed |
|---|---|---|
| Intra-Cellular Therapies, Inc. | None disclosed | None disclosed in proxy |
| StageZero Life Sciences Ltd. | None disclosed | None disclosed in proxy |
Expertise & Qualifications
- Extensive biopharma/biotech leadership and investing experience; co-founded multiple life sciences ventures; deep M&A and capital markets background.
- Fintech/data analytics founder (Locus Analytics; Syntax), indicating cross-industry data capabilities.
- Education: Middlebury College (B.A.); Columbia University (M.B.A.).
Equity Ownership
| Beneficial Ownership (as of Mar 24, 2025) | Amount | % of Class |
|---|---|---|
| Total Common Stock (Class A + B) | 6,994,369 shares | 19.99% |
| Class A Common Stock details | Includes 4,050,000 shares via pre-funded warrants; 98,040 via common warrants; 57,269 restricted Class A shares; plus family/trust holdings (5,401 joint w/ sibling; 20,974 spouse; 2,916 family trust) | N/A |
| Exercise limitations | Unable to exercise warrants for 2,017,473 shares due to 19.99% ownership cap; excludes 4,000,000 common warrants pending stockholder approval | N/A |
Pledging/Hedging:
- No pledging by directors in 2024; hedging and short selling prohibited by policy.
Insider Trades
| Date | Instrument | Quantity | Price/Terms | Notes |
|---|---|---|---|---|
| Dec 11, 2023 | Class A shares | 517,107 | $10.58/share | Underwritten offering |
| Dec 11, 2023 | Pre-funded warrants | 50,000 | $10.57/warrant; $0.01 exercise | Beneficial ownership cap applies |
| Sep 18, 2024 | Class A shares | 250,000 | $4.00/share | Underwritten offering |
| Jun 11, 2024 | Class A shares | 98,040 | $10.20/unit (share + warrant) | Registered direct; accompanying warrant for 98,040 shares |
| Jun 11, 2024 | Common warrants | 98,040 | $10.07 exercise; immediately exercisable | Beneficial ownership cap applies; subject to repricing |
| Jan 21, 2025 | Pre-funded warrants | 4,000,000 | $2.4999 combined price; $0.0001 exercise | Immediately exercisable; beneficial ownership cap applies |
| Jan 21, 2025 | Common warrants (Tranche 2) | 4,000,000 | $2.4999 exercise; immediately exercisable | Subject to stockholder approval; deemed change-of-control proposal |
Warrant Repricing:
- Investor warrants (including Riggs) repriced from ~$10.07 to $2.50 and extended to five years, contingent on stockholder approval for Riggs’ warrants.
Governance Assessment
- Independence: Riggs is not independent (recent CEO); Board offsets with a Lead Independent Director and majority-independent committees.
- Attendance/engagement: Board met 24 times in 2024; all directors >75% attendance; independent executive sessions quarterly.
- Ownership alignment: Significant “skin-in-the-game” at ~20% beneficial ownership; however, ownership cap and pending large warrant blocks centralize influence.
- RED FLAGS — Related-party exposure: (i) Warrant Exchange Agreement pays revenue-based “warrant purchase payments” to investors including Riggs; secured by an IP security interest; (ii) Board proposals seek stockholder approval to reprice Riggs’ warrants and approve share issuance that could be deemed a change of control on exercise. These create potential conflicts and investor control risk.
- Financing support signals: Riggs repeatedly participated in offerings (Dec’23, Jun’24, Sep’24, Jan’25), providing capital; alignment-positive but heightens influence/related-party complexity.
- Pay structure: Director pay is standard market (cash retainer + annual equity) and overseen by an independent Compensation Committee using Aon; Aon deemed independent; no director performance metrics disclosed (time-based vesting).
- Policy safeguards: Robust hedging/pledging restrictions; clawback policy in place; helps mitigate risk though not tailored to directors’ equity.
Notes and Sources
- Board composition, leadership, independence, attendance, committees:
- Riggs biography, age, education, tenure:
- Director compensation policy and 2024 director compensation:
- Executive compensation summary (Riggs salary):
- Outstanding equity award schedules (Riggs):
- Beneficial ownership and warrant details:
- Insider trading policy, hedging/pledging:
- Clawback policy:
- Related-party transactions and warrant repricing/change of control proposals:
- Offerings participation:
- Governance documents availability: