Mark Frohlich
RIGEL PHARMACEUTICALSAbout Mark W. Frohlich
Mark W. Frohlich, M.D., age 63, joined Rigel’s board in March 2025 as an independent director. He is CEO of Indapta Therapeutics (private) since 2022, and previously held senior leadership roles at Juno Therapeutics (portfolio strategy lead, 2014–2017) and Dendreon (CMO & EVP R&D, 2005–2014), where he led development and U.S./EU approvals of PROVENGE. He holds a B.S. in Electrical Engineering & Economics from Yale and an M.D. from Harvard Medical School, and earlier served as an assistant adjunct professor of hematology/oncology at UCSF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dendreon Corporation | Chief Medical Officer; EVP R&D | 2005–2014 | Led clinical program for PROVENGE to U.S. and EU approvals; pioneer in cellular immunotherapy |
| Juno Therapeutics | Portfolio Strategy Lead | 2014–2017 | Portfolio strategy leadership; company developed FDA‑approved CAR‑T Breyanzi prior to sale to Celgene (now BMS) |
| Multiple immuno‑oncology biotechs | Consultant/Strategic Advisor | 2017–2022 | Advisory across immuno‑oncology programs |
| UCSF | Assistant Adjunct Professor, Hem/Onc | Prior to 2005 | Urologic oncology; lab/translational/clinical research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indapta Therapeutics (private) | Chief Executive Officer | 2022–present | Allogeneic NK cell therapies for oncology/autoimmune diseases |
No current public company directorships disclosed for Dr. Frohlich in Rigel’s 2025 proxy .
Board Governance
| Item | Detail |
|---|---|
| Board/Committee Assignments | Member: Scientific & Clinical Trial Advisory Committee; Corporate Governance, Health Care Compliance Oversight & Nominating Committee (joined March 2025) |
| Committee Chairs | None disclosed for Dr. Frohlich |
| Committee Meeting Frequency (FY2024) | Sci & Clinical Trial Advisory: 4 meetings; Governance/Health Care Compliance/Nominating: 5 meetings |
| Independence | Board determined all current directors except the CEO are independent under Nasdaq rules; committee members are independent |
| Board Attendance (FY2024) | Board met 7 times; all directors attended 100% of Board and committee meetings for periods in which they served (Dr. Frohlich joined in 2025) |
| Executive Sessions | Independent directors met in executive session at every regularly scheduled Board meeting in 2024 |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 per year | Paid quarterly, pro‑rated for service |
| Chair retainers | Board Chair: $40,000; Audit Chair: $22,000; Compensation Chair: $15,000; Governance Chair: $15,000; Scientific & Clinical Chair: $15,000 | |
| Committee member retainers (non‑chairs) | Audit: $12,000; Compensation: $10,000; Governance: $10,000; Finance: $5,000; Scientific & Clinical: $10,000 | |
| Non‑employee director pay cap | Max $1,000,000 per annual period; $1,500,000 if first appointed/elected mid‑period | Equity valued at grant‑date fair value for the cap |
2024 director compensation table does not include Dr. Frohlich (he joined in March 2025) .
Performance Compensation
| Equity Vehicle | Grant Policy | Vesting | Exercise/Term | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Annual equity | Following each annual meeting: 3,000 options + 2,500 RSUs for each non‑employee director | Options: monthly over 1 year; RSUs: vest day before next annual meeting | Options at 100% FMV on grant date; 10‑year term | Non‑employee directors’ awards become fully vested and exercisable immediately prior to effectiveness of a Change in Control |
| Initial option grant (on appointment) | Non‑discretionary initial option grant | Monthly vesting over the shorter of 3 years or until the first annual meeting at which the director stands for election | Options at 100% FMV on grant date; 10‑year term | As above |
Repricing of underwater appreciation awards is prohibited without prior stockholder approval; dividends/dividend equivalents not paid on unvested shares; plan has no evergreen and requires stockholder approval for additional shares .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Indapta Therapeutics | Private biotech | CEO | No related‑party transactions >$120,000 disclosed by Rigel since Jan 1, 2024; related‑person transactions require Audit Committee review and recusal if applicable |
Expertise & Qualifications
- Oncology and cell therapy leader (Dendreon PROVENGE approvals; Juno CAR‑T portfolio) aligned to Rigel’s R&D oversight needs; selected for oncology commercialization and clinical leadership experience .
- Academic/clinical background (UCSF) complements Rigel’s Scientific & Clinical Trial Advisory Committee remit .
- Governance/Compliance oversight exposure via service on Governance/Health Care Compliance/Nominating Committee .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at record date | Not listed in the Jan 31, 2025 beneficial ownership table (joined March 2025); thus, individual share count and % outstanding not disclosed in the 2025 proxy . |
| Anti‑hedging/pledging | Company policy prohibits hedging, short sales, options, margin accounts, pledges for employees and directors . |
| Clawback | All stock awards subject to Company clawback policy and/or award‑level recoupment provisions . |
Governance Assessment
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Strengths
- Deep immuno‑oncology and clinical development expertise; directly relevant to Rigel’s pipeline oversight on the Scientific & Clinical Trial Advisory Committee .
- Independence affirmed; service on Governance/Health Care Compliance/Nominating enhances compliance and cyber‑risk oversight .
- Shareholder‑friendly equity plan features (no repricing, no evergreen, dividend restrictions, director pay caps) and anti‑hedging policy support alignment .
-
Watch Items
- Dual role as CEO of a private biotech necessitates ongoing monitoring for potential conflicts; Rigel discloses no related‑party transactions >$120,000 and has a formal related‑party policy requiring Audit Committee review and director recusal where appropriate .
- Attendance data specific to Dr. Frohlich not yet available for FY2024 given his March 2025 start; Board‑wide 2024 attendance was 100% .
No legal proceedings, SEC investigations, pledging, or say‑on‑pay concerns specific to Dr. Frohlich are disclosed in the 2025 proxy. Director compensation mix is primarily retainer plus time‑based equity; no director‑specific performance metrics are used .