Raul Rodriguez
RIGEL PHARMACEUTICALSAbout Raul Rodriguez
Raul R. Rodriguez (age 64) is President & CEO of Rigel Pharmaceuticals and has served on the Board since November 2014; he previously held roles as President & COO (May 2010–Nov 2014), EVP & COO (June 2004–May 2010), and senior business development positions since joining Rigel in 2000. He holds a BA from Harvard College, an MPH from the University of Illinois, and an MBA from Stanford GSB . Recent performance indicators include total revenue rising to $179.3M in 2024 from $116.9M in 2023, and a positive net income of $17.5M in 2024; cumulative TSR (2019 base) was 78.60 vs the NASDAQ Biotechnology Index at 118.20 as of year-end 2024 . Rigel exceeded 2024 corporate goals, including achieving positive adjusted EBITDA and income from operations of $24.2M, surpassing net sales targets, and advancing pipeline milestones, which drove 115% corporate bonus achievement for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rigel Pharmaceuticals | President & CEO; Director | 2014–present | Led commercial expansion and pipeline execution; deep operational leadership |
| Rigel Pharmaceuticals | President & COO | 2010–2014 | Scale-up of commercial and operations capabilities |
| Rigel Pharmaceuticals | EVP & COO | 2004–2010 | Oversaw business operations and execution |
| Rigel Pharmaceuticals | SVP, BD & Commercial Ops | 2002–2004 | Built partnering and commercial infrastructure |
| Rigel Pharmaceuticals | VP, Business Development | 2000–2002 | Established foundational BD relationships |
| Ontogeny (Curis) | SVP, BD & Operations | 1997–2000 | Growth-stage BD and ops leadership in biotech |
| Scios (J&J) | Executive Director, BD & Market Planning | 1994–1997 | Portfolio planning and market strategy |
| G.D. Searle (Pfizer) | Various roles | 1989–1994 | Progressive BD/planning roles in pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No other public company directorships disclosed in biography |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $728,000 | $757,000 | +4.0% YoY |
| Target Bonus (%) | 60% | 60% | CEO bonus based 100% on corporate goals |
| Target Bonus ($) | $436,800 | $454,200 | As disclosed in 2024 Cash Plan |
| Actual Bonus Paid ($) | $414,960 | $522,330 | Corporate achievement 115% |
| RSU Grant Value ($) | $561,000 | $508,000 | 40,000 RSUs granted 1/23/24 |
| Option Grant Value ($) | $1,706,280 | $1,175,160 | 120,000 options granted 1/23/24 |
| Total Comp ($) | $3,440,790 | $2,998,688 | — |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 Cash Incentive (Corporate) | Grow U.S. net product sales | 40% | ≥$138.0M combined U.S. net product sales | $144.9M; Tavalisse $104.8M (+12% YoY), Rezlidhia $23.0M (+118% YoY), Gavreto $17.1M | Corporate achievement 115% |
| 2024 Cash Incentive (Corporate) | Expand pipeline milestones | 30% | R289 Ph1b data and Phase 2 decision/initiation; MD Anderson trials; BD | R289 Fast Track, Ph1b data; MD Anderson trials opened; out-licensing deals (Kissei $10M, Dr. Reddy’s $4M) | Corporate achievement 115% |
| 2024 Cash Incentive (Corporate) | Financial goals | 30% | Maintain OpEx within budget; positive adjusted EBITDA | OpEx and cash balance within budget; income from operations $24.2M; positive adjusted EBITDA | Corporate achievement 115% |
| 2024 Performance Stock Options | Trailing 12-mo net sales | 50% | Not disclosed | Achieved above target range (U.S. net product sales exceeded target) | Vesting upon milestone achievement (not quantified) |
| 2024 Performance Stock Options | Significant corporate development milestone | 50% | Not disclosed | Multiple BD milestones closed; details noted | Vesting upon milestone achievement (not quantified) |
2024 Equity Grants Detail (CEO)
| Grant Type | Grant Date | Shares/Options | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Performance-based Options | 1/23/2024 | 60,000 | $12.70 | 1/23/2034 | Vests on performance milestones |
| Time-based Options | 1/23/2024 | 60,000 | $12.70 | 1/23/2034 | 36 monthly installments from 1/23/2024 (10) |
| RSUs | 1/23/2024 | 40,000 | — | — | Annual over 3 years from 2/1/2024; first vest 2/1/2025 (11) |
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Total Beneficial Ownership | 1,020,712 shares (5.76% of outstanding) |
| Options Exercisable (≤60 days) | 771,906 shares (12) |
| Unvested RSUs (12/31/2024) | 40,000 RSUs; market value $672,800 at $16.82 (13) |
| Option Portfolio Snapshot | Numerous legacy grants with strikes at $20–$45 and recent grants at $12.70; expirations from 2025–2034 |
| 2024 Option Exercises | None; RSUs vested 12,500 shares valued $150,000 |
| Anti-Hedging/Pledging | Policy prohibits hedging, short sales, margin accounts, and pledging of company stock |
| Ownership Guidelines | Not disclosed in proxy (no guideline details provided) |
Employment Terms
| Provision | Non-COC Termination | COC Qualifying Termination |
|---|---|---|
| Severance Multiple | Base salary over severance period; paid per payroll | 2.5×(Base Salary + Eligible Bonus) lump sum |
| COBRA Benefits | Employer portion for severance period ($15,517 CEO) | Employer portion for up to 18 months ($15,517 CEO) |
| Equity | Accelerated vesting of certain unvested awards; estimated $475,699 (CEO) | Accelerated vesting of all compensatory equity awards; estimated $1,514,743 (CEO) |
| Triggers | Termination without cause or resignation for good reason | Double trigger: change-of-control + qualifying termination |
| Plan Mechanics | No single-trigger vesting under equity plan; director awards accelerate on CoC; unassumed awards accelerate in corporate transaction |
Board Governance
| Item | Detail |
|---|---|
| Independence Status | Not independent due to CEO employment |
| Board Leadership | Chairman is Gregg A. Lapointe (separate from CEO) |
| Committee Roles | Finance Committee member alongside independent directors |
| Board Attendance | 100% attendance for directors/committees in FY2024; Board met 7 times |
| Executive Sessions | Independent directors met in executive session at every regular Board meeting in 2024 |
| Compensation Committee | Independent; chaired by Walter H. Moos; engaged Pearl Meyer as consultant |
| Clawback | Incentive compensation recoupment policy adopted; awards subject to clawback |
| Equity Plan Controls | No repricing without stockholder approval; no evergreen; director comp caps; dividend restrictions |
Performance & Track Record
| Indicator | 2024 Result |
|---|---|
| Total Revenue | $179.3M (vs $116.9M in 2023; $120.2M in 2022) |
| Net Income (Loss) | $17.5M (vs $(25.1)M in 2023) |
| TSR (2019 base=$100) | Company: 78.60; NASDAQ Biotech: 118.20 |
| Corporate Execution | Exceeded net sales targets; achieved positive adjusted EBITDA and $24.2M income from operations |
| Pipeline/BD Milestones | R289 Fast Track; Orphan Drug; MD Anderson studies opened; Kissei ($10M) and Dr. Reddy’s ($4M) out-licensing |
Compensation Structure Analysis
- Mix shift: 2024 saw lower option grant value vs 2023 ($1.18M vs $1.71M) and slightly lower RSU value ($0.51M vs $0.56M), while cash bonus rose ($0.52M vs $0.41M) alongside revenue and profit improvement .
- At-risk emphasis: CEO 2024 target comp ~75% variable; non-CEO NEOs ~62% variable, aligning pay with performance .
- Governance safeguards: Double-trigger equity vesting on CoC, no repricing, no evergreen, clawbacks, and no tax gross-ups; anti-hedging/pledging policy in place .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~74%; outreach to 22 of top 30 holders (~52% of shares), with enhancements in disclosure and PSO detail following feedback .
Related Party Transactions
- No related-party transactions >$120,000 since Jan 1, 2024, other than standard compensation arrangements disclosed .
Compensation Committee Analysis
- Committee fully independent; uses Pearl Meyer for peer benchmarking and program design; assessed risk and found compensation programs do not encourage excessive risk-taking .
Investment Implications
- Alignment: Strong pay-for-performance design and clawback/anti-hedging policies align management with shareholders; corporate overachievement drove above-target bonuses in 2024 .
- Retention risk: Robust CoC protections (2.5× cash, equity acceleration) reduce flight risk but increase transaction costs; double-trigger mitigates windfalls .
- Selling pressure: Significant exercisable options (771,906 within 60 days) and unvested RSUs (40,000) represent potential supply; CEO did not exercise options in 2024; RSU vesting cadence may create periodic liquidity events .
- Governance quality: Separate chair, consistent executive sessions, and independent committees support oversight despite CEO-director dual role .
- Performance levers: PSOs tethered to net sales and BD milestones directly link equity gains to growth execution; continued revenue expansion and profitability are key to vesting and value realization .