David Santos
RIGEL PHARMACEUTICALSAbout David Santos
David A. Santos, age 62, has served as Executive Vice President and Chief Commercial Officer at Rigel Pharmaceuticals since August 2020; he holds a B.S. in chemistry from St. Louis University and previously led Jazz Pharmaceuticals’ hematology/oncology business unit, with earlier commercial leadership roles at Medivation, Onyx (Amgen), Genentech, Lilly Oncology, and Bristol-Myers Squibb . During Santos’s tenure, Rigel’s year-end value of $100 invested fell from 163.55 (2020) to 78.60 (2024), underperforming the Nasdaq Biotechnology Index (126.42 → 118.20), while revenues reached $179.3 million and EBITDA turned positive in FY 2024 (see tables below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jazz Pharmaceuticals | Hematology/Oncology Business Unit Head | Jan 2016–Jul 2020 | Led commercialization across three launches; portfolio to four promoted products in leukemia, transplant, and lung cancer markets |
| Medivation (Pfizer) | VP, Sales & Marketing (Xtandi) | Jan 2014–May 2015 | Commercialized Xtandi for metastatic prostate cancer |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $477,000 | $496,080 (+4.0%) |
| Target Bonus (%) | 50% | 50% |
| Target Bonus ($) | $238,500 | $248,040 |
| Actual Annual Cash Bonus ($) | $230,153 | $277,805 |
| Corporate Achievement (%) | 115% | 115% |
| Individual Achievement (%) | 105% | 105% |
Performance Compensation
2024 Annual Cash Incentive Plan (structure and payout):
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals (net sales growth, clinical/regulatory milestones, BD, expense, cash, pipeline) | 70% | Set by Comp Committee | 115% achievement | Included in $277,805 total | Paid for FY 2024 performance |
| Individual performance | 30% | Role-specific | 105% achievement | Included in $277,805 total | Paid for FY 2024 performance |
2024 Long-Term Incentives (granted January 23, 2024):
| Award Type | Grant Date | Shares/Options (#) | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 1/23/2024 | 20,900 | — | $351,538 | Annually over 3 years from Feb 1, 2024; first vest Feb 1, 2025 |
| Stock Options (time-based) | 1/23/2024 | 15,700 | 12.70 | $153,750 | 36 monthly installments from Jan 23, 2024 |
| Stock Options (performance-based) | 1/23/2024 | 15,700 | 12.70 | $153,750 | Vest upon net sales target and defined corporate development milestone; life 10 years |
Performance equity vesting achieved in 2024 (selected awards):
| Performance Metric | Achievement | Grant Date(s) | Achievement Date | Options Vested (#) |
|---|---|---|---|---|
| Trailing 12-month net sales target of $130 million | $138.2 million achieved | Jan 2023 | Nov 2024 | 23,850 |
| In-license/acquisition of product with registrational data or more advanced | Completed GAVRETO acquisition | Jan 2023, Jan 2024 | Feb 2024 | — |
Option exercises and stock vested in FY 2024:
| Metric | 2024 |
|---|---|
| Shares acquired on RSU vesting (#) | 3,250 |
| Value realized on RSU vesting ($) | $39,000 |
| Options exercised (#) | — |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 151,933 shares; less than 1% of outstanding |
| Unvested RSUs (12/31/2024) | 20,900 ($351,538 market value at $16.82) |
| 2024 option grants outstanding | Time-based and performance-based, each 15,700 at $12.70 strike; time-based vest monthly, performance-based upon goals |
| Hedging/pledging | Company policy prohibits hedging and pledging of company stock |
Employment Terms
Severance Plan economics (Executive VP; David Santos):
- Change-of-control (double-trigger within 18 months): cash severance = 2.5 × (2024 base salary + Eligible Bonus), employer COBRA premiums for 18 months, acceleration of all compensatory equity awards, and 1-year post-termination option exercise window .
- Non-change-of-control: salary continuation for 12 months, employer COBRA premiums for 12 months, acceleration of time-based equity that would vest during the severance period, extension of performance option terms for up to 24 months, and 24-month post-termination option exercise window (subject to original expiry) .
Potential payments (as of 12/31/2024):
| Scenario | Health Benefits ($) | Salary and Bonus ($) | Equity Acceleration ($) |
|---|---|---|---|
| COC Qualifying Termination | $75,608 | $1,823,094 | $571,770 |
| Non-COC Qualifying Termination | $50,405 | $496,080 | $53,898 |
Clawbacks and governance:
- Incentive Compensation Recoupment (clawback) policy covering Section 16 officers for three prior fiscal years in case of material restatements; awards subject to forfeiture/recoupment .
- No change-in-control tax gross-ups; double-trigger vesting; no repricing of options without shareholder approval .
Performance & Track Record
Pay versus performance context (SEC disclosure):
| Year-end value of $100 invested (2019 baseline) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| RIGL | 163.55 | 123.83 | 70.09 | 67.76 | 78.60 |
| Nasdaq Biotechnology Index | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
Multi-year fundamentals during Santos’s tenure:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | $108.621M* | $138.736M* | $115.742M* | $115.782M* | $179.278M |
| EBITDA ($) | $(28.267)M* | $(18.313)M* | $(57.732)M* | $(20.253)M* | $26.420M* |
| Values retrieved from S&P Global*. |
Company milestones linked to incentives:
- Achieved trailing 12-month net sales target enabling performance option vesting for Santos in Nov 2024 ($138.2M achieved vs. $130M target) .
- Completed acquisition/in-license (GAVRETO) enabling performance ves ting in Feb 2024 .
Say-on-Pay & Committee
- 2024 say-on-pay approval: 74,738,206 For; 26,220,078 Against; 3,395,296 Abstain .
- Compensation Committee uses independent consultant (Pearl Meyer); emphasizes at-risk pay, double-trigger CIC, no tax gross-ups, no repricing .
Investment Implications
- Pay-for-performance alignment: Santos’s variable pay tied to corporate net sales, clinical/regulatory, and BD goals; 2024 corporate performance at 115% and individual at 105% drove higher bonus, while performance-based options vest only upon defined milestones .
- Equity mix and vesting: 2024 LTI includes RSUs (annual vest through Feb 2027) and options (36-month time vest; performance vest on sales and BD milestones), linking compensation realization to execution across commercialization and BD .
- Retention economics: CIC double-trigger protection (2.5× salary+eligible bonus, full equity acceleration) for EVPs reduces turnover risk during change-of-control processes but elevates potential transaction costs .
- Alignment and governance: Anti-hedging/pledging policy and clawbacks strengthen alignment; no CIC tax gross-ups and no repricing without shareholder approval reinforce governance discipline .
- Performance backdrop: Despite FY 2024 revenue growth, multi-year TSR underperformed the biotech index during Santos’s tenure, framing 2025–2026 incentive targets as critical for value creation .