Alison Hannah
RIGEL PHARMACEUTICALSAbout Alison L. Hannah, M.D.
Independent director, age 64, serving on Rigel’s board since May 2021. Dr. Hannah is a clinical development expert who has directed oncology drug programs since 2000; she holds a B.A. in biochemistry and immunology from Harvard University and an M.D. from the University of Saint Andrews . The Board has determined she is independent under Nasdaq standards; all directors (including Dr. Hannah) attended 100% of Board and committee meetings in 2024, with independent directors meeting in executive session at every regular Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CytomX Therapeutics | Chief Medical Officer | Prior to 2000s (dates not specified) | Led clinical development of conditionally activated protein therapeutics |
| SUGEN, Inc. (acquired by Pharmacia & Upjohn; now Pfizer) | Senior Medical Director | Prior to acquisition (dates not specified) | Oversight of clinical development/operations/pharmacovigilance; specialization in TKIs including sunitinib (SUTENT) for RCC and imatinib-refractory GIST |
| Quintiles (now IQVIA) | Clinical trials leadership | Early career | Oversaw early to registrational-stage oncology trials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeoGenomics | Director | Since June 2015 | Board service at cancer diagnostic firm |
Board Governance
- Independence: Determined independent; only CEO Raul R. Rodriguez is non-independent .
- Attendance: 100% Board and committee attendance in 2024 .
- Committee assignments and chair roles (2024–2025):
- Scientific and Clinical Trial Advisory Committee: Chair since September 2024; committee met 4 times in 2024 .
- Corporate Governance, Health Care Compliance Oversight and Nominating Committee: Member; committee met 5 times in 2024 and oversees governance, CEO succession, healthcare compliance, data privacy/cybersecurity risk .
- Board leadership: Gregg A. Lapointe is Board Chair; independent directors hold executive sessions at each regular meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Scientific & Clinical Trial Advisory | Chair (since Sept 2024) | 4 |
| Corporate Governance, Health Care Compliance Oversight & Nominating | Member | 5 |
Fixed Compensation
| Component | Detail | FY2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer is $50,000; additional cash for chairs: Audit ($22,000), Compensation ($15,000), Governance ($15,000), Scientific & Clinical Trial Advisory ($15,000); non-chair member retainers: Audit ($12,000), Compensation ($10,000), Governance ($10,000), Finance ($5,000), Sci & Clinical ($10,000). Board Chair receives an additional $40,000 . | N/A (structure) |
| Cash actually earned | Fees earned by Dr. Hannah in FY2024 | $70,000 |
| Equity grant policy | On the day following each annual meeting, non-employee directors automatically receive options (3,000 shares) vesting monthly over one year and RSUs (2,500) vesting prior to next annual meeting; initial options vest over up to three years; 10-year option term; exercise price at 100% FMV . | N/A (structure) |
| FY2024 RSU grant value | Grant date fair value | $22,688 |
| FY2024 Option grant value | Grant date fair value | $20,566 |
| Total FY2024 compensation | Sum of cash + stock awards + option awards | $113,254 |
Performance Compensation
- Rigel’s non-employee director compensation is fixed cash plus annual equity; no performance-based metrics are applied to director pay (options/RSUs follow standard vesting schedules) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| NeoGenomics | Cancer diagnostics | Director | No related-person transactions disclosed with Rigel; Board affirmed independence; no Item 404 related-party transactions over $120,000 since Jan 1, 2024 . |
Expertise & Qualifications
- Deep clinical development and regulatory filing expertise (over 40 First-in-Human applications and roles in approvals of multiple anticancer therapies) aligned with Rigel’s focus in hematologic disorders, cancer, rare immune diseases .
- Technical competence in tyrosine kinase inhibitor development (e.g., sunitinib; imatinib-refractory GIST), clinical operations, pharmacovigilance—valuable for oversight of R&D strategy as committee chair .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 25,375 |
| Ownership as % of outstanding | <1% |
| Options outstanding / unexercisable (12/31/2024) | 17,750 / 1,250 |
| RSUs outstanding (unvested, 12/31/2024) | 2,500 |
| Anti-hedging/pledging policy | Prohibits short sales, options, hedging, margin accounts, pledges by employees and directors—reducing alignment risks |
| Clawback applicability | Awards under the Amended 2018 Plan subject to clawback per policy; no dividends on unvested equity; no repricing without shareholder approval |
Governance Assessment
- Strengths:
- Clinical/R&D oversight: As chair of the Scientific & Clinical Trial Advisory Committee, Dr. Hannah’s oncology development background enhances board effectiveness in pipeline governance .
- Independence and engagement: Board-confirmed independence with 100% attendance; governance committee membership adds oversight across compliance, succession, and cybersecurity .
- Alignment safeguards: Anti-hedging/pledging policy, fixed director compensation policy, and equity plan clawback/anti-repricing provisions support investor alignment and governance hygiene .
- Risk indicators:
- No related-party transactions involving Dr. Hannah; independence determination mitigates conflict risk .
- Equity exposure is typical for directors; vesting schedules and policy constraints limit excessive risk-taking signals .
No red flags identified regarding attendance, independence, related-party transactions, or director pay anomalies in FY2024. Equity awards accelerate for non-employee directors only upon change in control, consistent with market practice .