Walter Moos
RIGEL PHARMACEUTICALSAbout Walter H. Moos
Walter H. Moos, Ph.D. (age 70) is an independent director of Rigel Pharmaceuticals who joined the board in March 1997. He is Managing Director at Pandect Bioventures and Managing Member at Pandect Catalyst; previously CEO of ShangPharma Innovation (2017–2020; Chairman Emeritus 2020–2023), President of SRI Biosciences (through 2016), Chairman/CEO of MitoKor (later MIGENIX) (1997–2004), and a VP at Chiron and Parke‑Davis. He has served as an adjunct professor at UCSF since 1992 and holds an A.B. from Harvard and a Ph.D. in Chemistry from UC Berkeley .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| ShangPharma Innovation, Inc. | Chief Executive Officer; Chairman Emeritus | CEO 2017–2020; Chairman Emeritus 2020–2023 | Led incubator investing in therapeutics/biotech |
| SRI International (Biosciences) | President, SRI Biosciences | Through 2016 | Division leadership at independent nonprofit |
| MitoKor, Inc. / MIGENIX, Inc. | Chairman & CEO; Director | 1997–2004 (Chair/CEO); Director 2004–2008 | Transitioned through merger into MIGENIX |
| Chiron Corp. (now Novartis) | Vice President | Prior to 1997 | Senior R&D leadership |
| Parke‑Davis (Warner‑Lambert; now Pfizer) | Vice President | Prior to 1997 | Senior R&D leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Pandect Bioventures | Managing Director | Current |
| Pandect Catalyst | Managing Member | Current |
| Valitor, Inc. | Director | Current |
| Circle Pharma, Inc. | Director | Current |
| Organos, Inc. | Director | Current |
| Keystone Symposia | Board member (prior 2002–2011; again since 2014) | Current |
| UCSF | Adjunct Professor | Since 1992 |
Board Governance
- Independence: The board determined all current directors except the CEO are independent; Moos is independent under Nasdaq rules .
- Committees and roles:
- Compensation Committee: Chair (independent); members are Moos, Kamil Ali‑Jackson, Gregg Lapointe .
- Scientific & Clinical Trial Advisory Committee: Member; Dr. Hannah chairs; members include Moos and Dr. Frohlich .
- Moos is not listed on Audit, Finance, or Corporate Governance/Compliance/Nominating committees .
- Attendance and engagement:
- Board met 7 times in 2024; all directors attended 100% of Board and committee meetings for which they served .
- Independent directors met in executive session at every regularly scheduled board meeting in 2024 .
- Committee meetings in 2024: Audit 7; Compensation 4; Finance 6; Governance/Compliance/Nominating 5; Scientific & Clinical 4 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Standard annual retainer |
| Committee Chair fee (Compensation) | $15,000 | Compensation Committee chair |
| Committee member fee (Scientific & Clinical Trial Advisory) | $10,000 | Non‑chair member |
| Total Cash Earned (Moos) | $75,000 | Matches director compensation table |
- Benchmarking/consultant: Pearl Meyer served as the independent compensation consultant to review director and executive pay in 2024 .
Performance Compensation
| Element | 2024 Grant Value (USD) | Structure & Key Terms |
|---|---|---|
| RSUs (Annual grant) | $22,688 | 2,500 RSUs granted on the day after the annual meeting; vest the day prior to the next annual meeting; subject to clawback policy |
| Stock Options (Annual grant) | $20,566 | 3,000 options; 10‑year term; strike = FMV on grant date; vest monthly over 1 year; no repricing without shareholder approval; subject to clawback policy |
- Change‑in‑control: Upon a change in control, all stock awards held by each non‑employee director with continuing service become fully vested and exercisable immediately prior to effectiveness of the transaction .
- Clawback: Incentive compensation (including equity awards) is subject to the company’s Incentive Compensation Recoupment Policy adopted August 10, 2023 .
- Note: Director equity is time‑based; no performance metrics are disclosed for director awards (policy specifies vesting schedules, not performance conditions) .
Other Directorships & Interlocks
- Current public company directorships: Not disclosed as public; listed current boards (Valitor, Circle Pharma, Organos) appear in biography without public listing designation .
- Compensation Committee interlocks: None; no member of the Compensation Committee has served as an officer/employee of Rigel, and no Rigel executive served on another company’s board/comp committee with a Rigel comp committee member .
Expertise & Qualifications
- The board cites Moos’s “extensive leadership skills and operational expertise” and expertise in chemical sciences relevant to Rigel’s small‑molecule focus as reasons for continued service .
- Education: A.B. Harvard; Ph.D. Chemistry UC Berkeley .
- Domain experience: Therapeutics R&D leadership (Chiron, Parke‑Davis), company formation/operations (MitoKor/MIGENIX), incubator/VC leadership (ShangPharma Innovation; Pandect) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 48,722 | Less than 1% of outstanding |
| Options exercisable within 60 days of Jan 31, 2025 | 38,500 | Included in beneficial ownership |
| Options outstanding / unexercisable (12/31/2024) | 39,000 / 1,250 | Director‑level equity outstanding |
| Unvested RSUs (12/31/2024) | 2,500 | Annual director grant |
- Related‑party transactions: None since Jan 1, 2024 over $120,000 involving directors/officers/5% holders (other than compensation arrangements) .
Insider Trades (Section 16)
| Date (Filing) | Period/Trade Date | Form | Transaction | Source |
|---|---|---|---|---|
| 2025‑05‑28 | 2025‑05‑23 | Form 4 | Reported stock award (grant) as director | https://www.sec.gov/Archives/edgar/data/1190272/000090514825001934/xslF345X03/form4.xml |
| 2024‑05‑29 | 2024‑05‑25 | Form 4 | Reported director stock award (grant) | https://fintel.io/sn/us/rigl |
Note: Annual director equity awards are made on the day following the annual meeting per policy (3,000 options; 2,500 RSUs), with option strike at grant‑date FMV and time‑based vesting .
Governance Assessment
-
Strengths
- Independent director; 100% Board/committee attendance in 2024; active leadership as Compensation Committee Chair; robust committee structure with regular executive sessions enhances independent oversight .
- Use of an independent compensation consultant (Pearl Meyer); no comp committee interlocks; equity plan prohibits repricing without shareholder approval and is subject to clawback policy .
- Clear change‑in‑control treatment and non‑employee director compensation limits in plan governance .
-
Considerations for investors
- Very long board tenure (since 1997) — while independence is affirmed under Nasdaq rules, some investors monitor board refreshment and tenure for independence optics .
- Director ownership is modest (<1%); however, annual equity grants and large portion of exercisable options provide some alignment via equity exposure .
-
No red flags identified in 2024–2025 disclosures on attendance, related‑party transactions, or committee interlocks .
Director Compensation (Moos) – 2024 Summary
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (RSUs) – Grant‑date Fair Value | $22,688 |
| Option Awards – Grant‑date Fair Value | $20,566 |
| Total | $118,254 |
Committee Assignments (Current)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Scientific & Clinical Trial Advisory | Member | 4 |