Gregg Lapointe
RIGEL PHARMACEUTICALSAbout Gregg A. Lapointe
Independent director and current Chairman of the Board of Rigel Pharmaceuticals; age 66; joined the board in November 2017. Lapointe is a CPA (Illinois) with an MBA from Duke and extensive operating and financial leadership experience in biopharma, including CEO/COO/CFO roles; he is designated by Rigel’s board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerium Pharmaceuticals, Inc. | Co‑founder & Chief Executive Officer | 2012–present | Focus on rare disease medicines |
| Sigma‑Tau Pharmaceuticals (now Leadiant Biosciences) | CFO; COO; CEO | CFO 2001–2002; COO 2003–2007; CEO 2008–2012 | Led transformation to a rare disease leader |
| PhRMA | Director; Chair, Rare Disease Committee | 2009–2012 | Policy leadership in rare diseases |
External Roles
| Company | Role | Public/Private | Since |
|---|---|---|---|
| Soligenix, Inc. | Director | Public | 2009 |
| Astria Therapeutics, Inc. | Director | Public | 2019 |
| Prior: SciClone, ImmunoCellular, Raptor, Questcor, Cambrooke | Director (various prior roles) | Public/Private (various) | Prior service (years not specified) |
Board Governance
- Current roles at Rigel: Chairman of the Board; Chair, Audit Committee; Member, Compensation Committee; Member, Finance Committee .
- Independence: Board has affirmatively determined Lapointe is independent under Nasdaq rules (CEO is the only non‑independent director) .
- Attendance: Board met 7 times in 2024; all directors attended 100% of board and committee meetings for the periods served .
- Executive sessions: Independent directors held executive sessions at every regularly scheduled Board meeting in 2024 .
- Committee activity (FY 2024 meetings): Audit 7; Compensation 4; Finance 6; Corporate Governance/Health Care Compliance/Nominating 5; Scientific & Clinical Trial Advisory 4 .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Board of Directors | Chairman | 7 (100% attendance for all directors) |
| Audit | Chair | 7 |
| Compensation | Member | 4 |
| Finance | Member | 6 |
Additional governance provisions relevant to directors:
- Anti‑hedging/pledging: Company prohibits short sales, options, hedging, margin accounts, and pledges by employees and directors .
- Related‑party transactions: None disclosed since Jan 1, 2024 involving directors or their affiliates >$120,000 (other than compensation) .
- Compensation Committee interlocks: None; no Rigel executive officer served on another company’s board/compensation committee with interlocks to Rigel’s compensation committee .
Fixed Compensation (Director)
Policy framework (2024):
- Annual cash retainer: $50,000 (all non‑employee directors)
- Additional retainers: Chairman of the Board $40,000; Audit Chair $22,000; Compensation Chair $15,000; Governance Chair $15,000; Scientific & Clinical Trial Advisory Chair $15,000
- Committee member retainers (non‑chair): Audit $12,000; Compensation $10,000; Governance $10,000; Finance $5,000; Scientific & Clinical Trial Advisory $10,000
Gregg A. Lapointe – FY 2024 cash compensation (policy‑based breakdown aligned to roles):
| Cash Component | Amount (USD) |
|---|---|
| Director annual retainer | $50,000 |
| Chairman of the Board retainer | $40,000 |
| Audit Committee Chair retainer | $22,000 |
| Compensation Committee member retainer | $10,000 |
| Finance Committee member retainer | $5,000 |
| Total cash earned (agrees to reported fees) | $127,000 |
Reported director compensation (FY 2024):
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $127,000 |
| Stock awards (RSUs) – grant date fair value | $22,688 |
| Option awards – grant date fair value | $20,566 |
| Total | $170,254 |
Notes:
- Cash levels were unchanged versus 2023 per the Non‑Employee Director Compensation Policy review .
Performance Compensation (Director Equity)
Standard annual equity grants and terms (per policy):
- Automatic annual grant the day after each annual meeting: option to purchase 3,000 shares and 2,500 RSUs (non‑discretionary) .
- Option vesting: equal monthly installments over one year; RSUs vest the day prior to the next annual meeting; option term 10 years; exercise price at 100% of FMV on grant date .
- Change‑of‑control: all stock awards held by non‑employee directors vest fully immediately prior to effectiveness of a change in control .
FY 2024 reported equity value for Lapointe:
| Grant Type | FY 2024 Grant Size (policy) | Vesting | FY 2024 Grant-Date Fair Value (USD) |
|---|---|---|---|
| Options | 3,000 (policy) | Monthly over 1 year; 10‑year term; FMV strike | $20,566 |
| RSUs | 2,500 (policy) | Vest day prior to next annual meeting | $22,688 |
No performance‑conditioned equity is disclosed for directors; awards are time‑based as outlined above .
Other Directorships & Interlocks
- Current public company boards: Soligenix, Inc. (since 2009); Astria Therapeutics, Inc. (since 2019) .
- Prior public/private boards include SciClone Pharmaceuticals, ImmunoCellular Therapeutics, Raptor Pharmaceuticals, Questcor Pharmaceuticals, and Cambrooke Therapeutics .
- Compensation Committee interlocks: None reported for Rigel’s Compensation Committee (Lapointe is a member) .
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; CPA (Illinois) .
- Executive leadership: Former CEO/COO/CFO at Sigma‑Tau; CEO and co‑founder at Cerium .
- Education: B.Comm (Concordia), Graduate Diploma in Public Accountancy (McGill), MBA (Duke) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (Jan 31, 2025) | 43,500 shares; <1% of outstanding |
| Options outstanding / unexercisable (Dec 31, 2024) | 34,000 / 1,250 |
| RSUs outstanding and unvested (Dec 31, 2024) | 2,500 |
| Anti‑hedging/pledging policy | Hedging, shorting, options, margin, and pledges prohibited for directors |
Note: No related‑party transactions involving directors were disclosed since Jan 1, 2024 .
Governance Assessment
- Independence and attendance: Independent director with 100% attendance in 2024; board reports robust executive sessions among independent directors—favorable for oversight quality .
- Financial oversight concentration: Serves concurrently as Board Chair and Audit Committee Chair; while permitted, this combination centralizes oversight and underscores the importance of his “financial expert” designation and independence status .
- Pay structure and alignment: Balanced mix of fixed cash and time‑based equity under a standardized non‑employee director policy; equity grants at FMV with 10‑year term and vesting tied to continued service; no director‑specific performance metrics disclosed; awards accelerate upon change‑of‑control, a common market practice .
- Shareholder‑friendly policies: Anti‑hedging/pledging policy; clawback/recoupment provisions in equity plan; prohibition on repricing without stockholder approval; no evergreen; director compensation cap .
- Conflicts and related‑party exposure: Company disclosed no related‑party transactions involving directors in 2024; Audit Committee charter includes related‑party review .