Jane Wasman
RIGEL PHARMACEUTICALSAbout Jane Wasman
Jane Wasman, age 68, has served on Rigel’s Board since March 2019. She is a seasoned biopharma executive and attorney, previously President, International & General Counsel at Acorda Therapeutics (2004–2019) and held leadership roles at Schering‑Plough; earlier she was Associate Counsel to the U.S. Senate Veterans’ Affairs Committee and an attorney at two global law firms. She graduated magna cum laude from Princeton University (A.B.) and earned a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acorda Therapeutics | President, International & General Counsel; built Legal and Quality | 2004–2019 | Led global strategic development, long-range planning, international expansion |
| Schering‑Plough | Staff VP & Associate General Counsel; other leadership roles | Not disclosed | Legal leadership |
| U.S. Senate Veterans’ Affairs Committee | Associate Counsel | Not disclosed | Legislative counsel |
| Global law firms (two) | Attorney | Not disclosed | Legal practice |
External Roles
| Organization | Role | Status/Timing | Committees/Impact |
|---|---|---|---|
| SELLAS Life Sciences | Director; Chair of Board until 2024; Chair Nominating & Governance | Served since Dec 2017; chair until 2024 | Governance leadership |
| Athersys | Chair of Board (former); Audit Committee Chair | Joined Board Nov 2020; former chair | Audit oversight |
| Cytovia Therapeutics | Director | Not disclosed | Board service |
| NewYorkBIO | Board member; Executive Committee; Senior Advisory Committee (current) | Since Feb 2007 | Industry advocacy |
Board Governance
- Independence: The Board determined all current directors, except the CEO, are independent under Nasdaq standards; Ms. Wasman is independent .
- Attendance: In 2024, the Board met 7 times; all directors attended 100% of Board and committee meetings for which they served. Independent directors held executive sessions at every regularly scheduled Board meeting .
- Committee assignments (2024 structure and current membership):
- Audit Committee: Member; 7 meetings in 2024; members Ali‑Jackson, Wasman, Lapointe; Lapointe is Chair .
- Corporate Governance, Health Care Compliance Oversight & Nominating Committee: Chair (Wasman); 5 meetings in 2024; members Hannah, Frohlich, Wasman .
- Finance Committee: Member; 6 meetings in 2024; members Rodriguez, Ali‑Jackson, Wasman, Lapointe .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit | Member | 7 | All members independent |
| Corporate Governance, Health Care Compliance Oversight & Nominating | Chair | 5 | All members independent |
| Finance | Member | 6 | All but CEO are independent |
Fixed Compensation
| Component (2024 Policy) | Amount (USD) |
|---|---|
| Annual cash retainer | $50,000 |
| Governance Committee Chair retainer | $15,000 |
| Audit Committee member retainer | $12,000 |
| Finance Committee member retainer | $5,000 |
| Total cash fees earned (2024 actual) | $82,000 |
Notes: 2024 cash retainers were unchanged vs. 2023; Chairman of the Board receives an additional $40,000 (not applicable to Wasman) .
Performance Compensation
| Equity Element (2024) | Quantity | Grant Value (USD) | Key Terms |
|---|---|---|---|
| Stock Options | 3,000 | $20,566 | Exercise price at 100% of FMV on grant date; vest monthly over 1 year; 10‑year term |
| RSUs | 2,500 | $22,688 | Vest on the date prior to the next Annual Meeting |
| Change‑in‑control (non‑employee directors) | — | — | All director stock awards become fully vested and exercisable immediately prior to effectiveness of a change in control |
| Clawback | — | — | Awards subject to recoupment under the August 10, 2023 Incentive Compensation Recoupment Policy |
Other Directorships & Interlocks
| Company | Relationship to RIGL | Potential Interlock/Conflict |
|---|---|---|
| SELLAS Life Sciences | Unrelated; oncology focus | None disclosed in related‑party section |
| Athersys | Unrelated | None disclosed |
| Cytovia Therapeutics | Unrelated | None disclosed |
| NewYorkBIO (non‑profit) | Industry association | Not a related party transaction |
Related‑party transactions: The Company reported no transactions since Jan 1, 2024 >$120,000 involving directors, officers, >5% holders, or immediate family members, other than compensation and arrangements described in executive/director compensation sections .
Expertise & Qualifications
- Strategic and transactional leadership in commercial‑stage biopharma; legal and corporate governance expertise; operational implementation experience highlighted by Board conclusion supporting her continued service .
- Education: Princeton University, A.B., magna cum laude; Harvard Law School, J.D. .
- Prior leadership building Legal and Quality functions; long‑range planning and international expansion at Acorda .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 36,375 shares; less than 1% of outstanding (17,732,936) |
| Options outstanding / unexercisable (Dec 31, 2024) | 26,875 / 1,250 (implies 25,625 vested) |
| RSUs outstanding and unvested (Dec 31, 2024) | 2,500 |
| Ownership guidelines | Not disclosed in proxy |
| Pledging/Hedging | Not disclosed; no related‑party transactions reported |
Governance Assessment
- Board effectiveness: 100% attendance across Board and committees; chairing the Governance & Compliance committee and serving on Audit and Finance indicates high engagement in oversight of governance, compliance, financial reporting, and capital strategy .
- Independence: Affirmatively determined independent under Nasdaq; robust executive sessions at every regular Board meeting strengthen independent oversight .
- Compensation alignment: Balanced cash retainers with modest equity grants (3,000 options; 2,500 RSUs) and a non‑employee director annual compensation cap ($1,000,000; $1,500,000 for first‑year directors) indicate governance discipline .
- Risk controls: Clawback policy applies to incentive compensation; equity plan prohibits repricing without stockholder approval; no evergreen feature; director awards fully vest on change‑in‑control (standard but note potential misalignment versus single‑trigger acceleration) .
- Conflicts/related‑party: No related‑party transactions reported; multiple external board roles in biopharma but no disclosed interlocks with Rigel’s customers/suppliers .
RED FLAGS
- Single‑trigger full vesting of director awards on change‑in‑control may be viewed as less shareholder‑friendly versus double‑trigger structures .
- Director stock ownership guidelines are not disclosed, limiting visibility on alignment targets and compliance status .