Dean Schorno
RIGEL PHARMACEUTICALSAbout Dean Schorno
Dean L. Schorno (age 62) has served as Executive Vice President and Chief Financial Officer of Rigel since May 2018. He is a CPA with a B.S. in Business Administration from UC Berkeley and an M.S. in Taxation from Golden Gate University, and previously served as CFO at 23andMe, Adaptive Biotechnologies, and Genomic Health . Under the company’s pay-versus-performance disclosures, Rigel delivered 2024 total revenue of $179.3 million and net income of $17.5 million, with positive adjusted EBITDA and $24.2 million income from operations, providing context for incentive outcomes . Over the 2019–2024 period, Rigel’s cumulative TSR converted $100 to $78.60 versus $118.20 for the Nasdaq Biotechnology Index (company-selected measure is revenue) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 23andMe | Chief Financial Officer | 2015–2018 | Led finance through growth and transactions |
| Adaptive Biotechnologies | Chief Financial Officer | 2014–2015 | Built finance capabilities during expansion |
| Genomic Health | Various roles incl. CFO | 2001–2015 | Led finance through significant commercial growth and financing |
| International accounting firm; own consultancy | Finance roles; Founder | — | Early career in audit/tax; founded consultancy |
External Roles
- No public company directorships or external board roles disclosed for Schorno .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | $460,000 | $476,100 | $495,100 |
| Target bonus % | — | — | 50% |
| Target bonus $ | — | — | $247,570 |
| Actual annual bonus (Non-Equity Incentive Plan) | $209,070 | $229,719 | $273,565 |
| All other compensation | $27,600 | $30,900 | $36,198 |
| Total compensation | $1,139,450 | $1,210,005 | $1,377,793 |
Notes:
- 2024 bonus based on 70% corporate (achieved at 115%) and 30% individual (achieved at 100%) performance; CFO target 50% of base salary .
- Base salary increased 4.0% from 2023 to 2024 (to $495,140 listed as 2024 annual base) .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Corporate performance (financial/operational goals; includes U.S. net product sales growth, pipeline expansion, expense/cash management, positive adjusted EBITDA) | 70% | Challenging but attainable goals set by Comp Committee | Achieved 115% of target corporate factor |
| Individual performance | 30% | Role-specific objectives | Achieved 100% for CFO |
Key outcomes cited by the company for 2024 corporate performance context: income from operations of $24.2 million; positive adjusted EBITDA; maintained expenses and cash within budget; pipeline and regulatory milestones achieved .
2024 Long-Term Incentives (granted Jan 23, 2024 unless noted)
| Award type | Quantity | Exercise/Grant price | Vesting schedule | Performance metric(s) | Grant-date fair value |
|---|---|---|---|---|---|
| RSUs | 20,900 | — | Vests annually over 3 years from 2/1/2024; first vest 2/1/2025 | Service-based | $265,430 |
| Stock options (time-based) | 15,700 | $12.70 | 36 equal monthly installments starting 1/23/2024 | Service-based | $153,750 |
| Stock options (performance-based) | 15,700 | $12.70 | Vests upon goals during option life (10 years) | 50% trailing 12-mo net sales target; 50% significant corporate development milestone (acquisition or licensing) | $153,750 |
LTI mix for non-CEO NEOs in 2024: 50% RSUs, 25% time-based options, 25% performance-based options; performance goals designed to be challenging, can be achieved anytime before option expiration .
Equity Ownership & Alignment
| Ownership detail | Value |
|---|---|
| Beneficial ownership (including options exercisable within 60 days) | 225,412 shares (1.27% of outstanding as of Jan 31, 2025) |
| Options exercisable within 60 days (included above) | 164,407 shares |
| Unvested RSUs at 12/31/2024 | 20,900 units; $351,538 market value at $16.82 close 12/31/2024 |
| 2024 option grants (time-based) outstanding at 12/31/2024 | 4,796 exercisable / 10,903 unexercisable at $12.70; vest monthly from 1/23/2024 |
| 2024 performance option grants outstanding at 12/31/2024 | 7,850 unearned at $12.70; vest upon performance achievement |
| Anti-hedging/pledging | Company prohibits hedging, short sales, options, margin accounts, and pledges by employees and directors |
Program-level alignment signals:
- No dividends on unearned equity; no option repricing without shareholder approval; no discounted options; no change-in-control tax gross-ups .
- Equity overhang and burn rate as of record date: 3,990,104 appreciation awards outstanding (WAE $24.62, WART 6.35 yrs), 568,024 full value awards; burn rate 5.81% for FY 2024; shares outstanding 17,866,891; ref price $18.91 .
Employment Terms
Severance and Change-of-Control (COC) Framework
- Non-COC Qualifying Termination (Good Reason or involuntary without cause): 12 months base salary continuation for non-CEO NEOs; employer-paid COBRA during severance period; time-based equity accelerated for amounts scheduled to vest during the severance period; performance awards’ term extended up to 24 months for potential vesting upon goal achievement; option post-termination exercise period extended to earlier of 24 months or original expiration .
- COC Qualifying Termination (within 18 months after COC; Good Reason or involuntary without cause): lump sum cash severance equal to 2.5×(2024 base salary + eligible bonus); employer-paid COBRA for 18 months; equity acceleration; post-termination option exercise extended to earlier of one year or original expiration .
Schorno — Potential Payments (hypothetical as of 12/31/2024)
| Scenario | Health care benefits | Salary and bonus | Equity acceleration |
|---|---|---|---|
| Non-COC Qualifying Termination | $29,490 | $495,140 | $218,587 |
| COC Qualifying Termination | $44,235 | $1,819,640 | $550,325 |
Clawback: Incentive compensation (cash/equity) subject to recoupment for three fiscal years preceding a required restatement due to material noncompliance with financial reporting requirements; applies to Section 16 officers, including CFO .
Company Performance Context (for incentive alignment)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Revenue ($ millions) | 108.6 | 149.2 | 120.2 | 116.9 | 179.3 |
| Net Income (Loss) ($ millions) | (29.7) | (17.9) | (58.6) | (25.1) | 17.5 |
| Year-end value of $100 invested (RIGL) | 163.55 | 123.83 | 70.09 | 67.76 | 78.60 |
| Year-end value of $100 invested (Nasdaq Biotech Index) | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
Additional qualitative achievements (2024–early 2025) supporting incentive outcomes: regulatory designations for R289, clinical data presented, ex-U.S. approvals/partner milestones (e.g., $3.0 million Kissei milestone to be recognized in Q1’25) .
Compensation Committee Analysis
- Compensation Committee (all independent directors) oversees executive pay; members: Dr. Walter Moos (Chair), Kamil Ali‑Jackson, Gregg Lapointe; engaged Pearl Meyer as independent compensation consultant; committee met four times in 2024 .
- “What we do / don’t do” practices include high variable pay mix (approx. 62% variable for non-CEO NEOs group), double-trigger vesting upon change-in-control, no hedging/pledging, no tax gross-ups, no option repricing, annual say‑on‑pay .
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay support has averaged over 90.4% over the last ten years .
- 2024 say-on-pay approval approximately 74% of votes cast (excluding abstentions/broker non-votes) .
Expertise & Qualifications
- CPA; BS (UC Berkeley) and MS (Taxation, Golden Gate University) .
- Deep operating CFO experience at genomics/biotech companies through commercialization and financing cycles .
- Tenure at Rigel: appointed May 29, 2018 (nearly 7 years as of March 25, 2025) .
Vesting Schedules and Potential Selling Pressure
- 2024 RSUs (20,900) vest annually over three years beginning 2/1/2025, creating periodic taxable events that may require share withholding (Form 4 “F”) absent open market sales .
- 2024 time-based options at $12.70 vest monthly (36 months starting 1/23/2024); 2024 performance options vest upon net sales and corporate development milestones any time before their 10‑year expiration; as of 12/31/2024, $12.70 grants were in-the-money versus the $16.82 year-end close .
- Company policy prohibits hedging, margin, and pledging, which mitigates risk of forced selling or misalignment .
- We attempted to retrieve Form 4 insider transactions for 2024–2025 to assess recent selling but could not access the Form 4 data service at this time (401 Unauthorized). If you want, we can retry later to quantify recent transactions and any 10b5‑1 activity.
Compensation Structure Signals
- 2024 equity mix shifts a larger share into RSUs for non-CEO NEOs (50% RSUs) relative to options (50% split between time- and performance-based), reducing downside risk vs. pure option programs but maintaining performance linkage via sales and deal milestones .
- Cash severance is modest for non‑COC terminations (12 months salary continuation), with enhanced benefits only on double‑trigger COC (2.5× salary+bonus plus COBRA and equity acceleration), aligning with retention through potential strategic events .
- Strong clawback and anti‑hedging/pledging policies reduce governance risk .
Investment Implications
- Pay-for-performance alignment: CFO’s 2024 bonus modestly above target (driven by 115% corporate factor) and meaningful equity tied to net sales and M&A/licensing milestones indicates incentives aligned to near-term commercial execution and BD catalysts .
- Retention and COC economics: Non-COC severance is standard (12 months salary), while double‑trigger 2.5× salary+bonus and equity acceleration could reduce turnover risk through a strategic transaction; hypothetical CFO COC payout components (cash $1.82m; equity $0.55m) are material but not excessive versus biotech norms .
- Selling pressure assessment: Unvested RSUs and monthly‑vesting options create recurring taxable/vesting events, yet anti‑hedging/pledging policies and limited near‑term in‑the‑money option stack (concentrated at $12.70 strike) temper forced‑sale risk; monitoring Form 4s remains key as vesting accelerates .
- Execution risk and value creation: 2024 revenue growth to $179.3m and a return to profitability (NI $17.5m) support incentive payouts; forward value hinges on sustaining net product sales growth and achieving corporate development milestones that also drive PSU/option performance vesting .
Citations: All facts and figures are cited inline from Rigel’s 2025 DEF 14A and related filings as indicated by [doc_id:chunk]. External say-on-pay voting references include SEC-hosted DEF 14A HTML (full URLs provided).