Kamil Ali-Jackson
RIGEL PHARMACEUTICALSAbout Kamil Ali-Jackson
Kamil Ali‑Jackson, Esq. (age 66) is an independent director of Rigel Pharmaceuticals, joined in December 2021 and standing for re‑election to a three‑year term through the 2028 Annual Meeting. She is a seasoned life sciences executive and board member with deep experience in legal, compliance, licensing, M&A, and corporate governance; she holds a J.D. from Harvard Law School and a B.A. in politics from Princeton University . The Board cites her broad experience in acquisitions, licensing, legal, compliance, and governance as reasons to continue her service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aclaris Therapeutics, Inc. | Co‑founder; Chief Legal Officer, Chief Compliance Officer, Corporate Secretary; led IPO | Co‑founded 2012; retired Jan 2022 | Led team taking company public in 2015; senior leadership across legal, compliance, corporate governance |
| NeXeption, Inc. | Co‑founder; Legal counsel for NeXeption and affiliates | 2011–2020 | Biopharma asset management; legal counsel supporting transactions |
| Merck; Dr. Reddy’s Laboratories; Endo Pharmaceuticals | Legal counsel and licensing business executive | Not disclosed | Licensing and legal leadership in global pharma environments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDS Biotechnology Corporation | Director; Audit Committee and Compensation Committee member; Chair, Nominating & Corporate Governance Committee | Since Feb 2020 | Multi‑committee service; governance chair; clinical‑stage biotech exposure |
| Princeton University | Trustee | Elected July 2023 | Higher‑education governance; institutional network |
| East Bradford Township Zoning Hearing Board | Chair | Not disclosed | Local governance oversight (zoning) |
Board Governance
- Independence: The Board affirmatively determined all directors except the CEO are independent per Nasdaq standards; Audit Committee members (including Ali‑Jackson) are independent, with financial literacy deemed sufficient by the Board .
- Committee assignments and meeting cadence (FY2024):
- Audit Committee: Member; 7 meetings
- Compensation Committee: Member; 4 meetings
- Finance Committee: Member; 6 meetings
- Attendance: Directors attended 100% of Board and committee meetings during the periods they served; independent directors met in executive session at every regularly scheduled Board meeting .
- Board leadership: Chairman is Gregg A. Lapointe; separation of Chair and CEO roles maintained .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director retainer |
| Audit Committee member fee | $12,000 | Non‑chair member fee |
| Compensation Committee member fee | $10,000 | Non‑chair member fee |
| Finance Committee member fee | $5,000 | Non‑chair member fee |
| Total fees earned (reported) | $77,000 | FY2024 director compensation table |
Performance Compensation
| Equity Element | FY2024 Grant Detail | Valuation/Term | Vesting | Change‑of‑Control | Clawback |
|---|---|---|---|---|---|
| RSUs | 2,500 RSUs per policy (annual) | Grant date fair value: $22,688 (reported) ; annual RSU policy applies | RSUs vest on date prior to next Annual Meeting | Director stock awards become fully vested immediately prior to effectiveness of a change in control | Awards subject to company Clawback Policy; additional recoupment rights possible |
| Stock Options | 3,000 options per policy (annual) | Grant date fair value: $20,566 (reported) ; 10‑year term; strike at 100% of FMV on grant date | Annual options vest in equal monthly installments over one year | If not assumed/substituted, options accelerate and must be exercised prior to transaction consummation; if assumed, continue in effect | Awards subject to company Clawback Policy |
Director equity awards are non‑discretionary under the Non‑Employee Director Compensation Policy and granted annually alongside cash retainers; options are at‑market and vest monthly, and RSUs cliff‑vest before the next Annual Meeting .
Other Directorships & Interlocks
| Company | Industry | Role | Committee Roles |
|---|---|---|---|
| PDS Biotechnology Corporation | Biopharmaceuticals | Director | Audit; Compensation; Chair, Nominating & Corporate Governance |
- Related‑party transactions: The company reports no transactions >$120,000 since Jan 1, 2024 involving directors, officers, 5% holders or their affiliates/family members, aside from compensation as disclosed .
- Compensation consultant: Pearl Meyer engaged independently by the Compensation Committee for peer group and compensation benchmarking .
Expertise & Qualifications
- Legal, compliance, licensing, and governance leadership across biopharma; co‑founder experience and public markets execution (Aclaris IPO) .
- Harvard Law School J.D.; Princeton University B.A.; Board views her as possessing relevant financial literacy for Audit Committee service .
- Board rationale: Broad experience in acquisitions, licensing, legal, compliance, corporate governance, and life sciences executive roles supports continued Board service .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 26,625 shares; less than 1% of outstanding (17,732,936 shares outstanding) |
| Options outstanding / unexercisable (Dec 31, 2024) | 20,250 / 1,250 |
| RSUs unvested (Dec 31, 2024) | 2,500 |
| Shares pledged as collateral | Not disclosed in proxy |
| Hedging policy | Company prohibits hedging or speculative transactions by employees and directors |
Governance Assessment
- Strengths:
- Independence affirmed; multi‑committee service spanning Audit, Compensation, and Finance; 100% attendance; regular independent executive sessions—supports board effectiveness and oversight .
- Structured, non‑discretionary director compensation policy with at‑market options, defined vesting, 10‑year option term; clawback policy; no repricing without shareholder approval; director compensation caps ($1,000,000 per year; $1,500,000 for first‑year) .
- Historical shareholder support: average say‑on‑pay approval rate >90.4%, indicating investor confidence in compensation governance .
- Potential conflicts or red flags:
- No related‑party transactions disclosed for directors in FY2024; no hedging allowed—reduces alignment risks .
- Finance Committee includes CEO as a member alongside independent directors; Board notes others are independent—monitor independence rigor in capital structure decisions .
- Overall signal: Strong governance alignment through independence, attendance, defined compensation structures, and clawback provisions; external board role at PDS Biotech adds sector insight without disclosed related‑party conflicts .
Director Compensation (FY2024 Summary)
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $77,000 |
| Stock Awards (RSUs) | $22,688 |
| Option Awards | $20,566 |
| Total | $120,254 |
Board Governance Details (FY2024)
| Committee | Role | Meetings | Independence |
|---|---|---|---|
| Audit Committee | Member | 7 | All members independent; financial literacy confirmed |
| Compensation Committee | Member | 4 | All members independent |
| Finance Committee | Member | 6 | All except CEO independent |
| Board & Committees Attendance | 100% | — | — |
| Executive Sessions | At every regular Board meeting | — | Independent directors only |