Rigel Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update
$RIGL
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2026 (the “Effective Date”), Michael P. Miller was appointed to serve on the board of directors (the “Board”) of Rigel Pharmaceuticals, Inc. (“Rigel” or the “Company”), upon the recommendation of the Board’s Corporate Governance, Health Care Compliance Oversight and Nominating Committee, until his successor is elected and has qualified, or sooner in the event of his death, resignation or removal. Mr. Miller joins the class of directors whose term expires at the 2027 annual stockholders’ meeting. Mr. Miller will also serve on Rigel’s Compensation Committee.
As of the Effective Date, Mr. Miller will participate in Rigel’s standard non-employee director compensation arrangements. Under these arrangements, Mr. Miller will receive a yearly retainer of $50,000 as well as an additional annual retainer of $10,000 for his service on the Compensation Committee, starting on the Effective Date, with payment pro-rated for any partial period of service.
In addition to the cash compensation referenced in the preceding paragraph, Mr. Miller will receive stock option grants under Rigel’s 2018 Equity Incentive Plan, as amended (the “Plan”). Option grants under the Plan are non-discretionary. As of the Effective Date, Mr. Miller received an initial option grant to purchase 12,000 shares of common stock on the terms and conditions set forth in the Plan. In addition, on the day following each annual meeting of stockholders, Mr. Miller will automatically receive an annual option to purchase 3,000 shares of common stock and 2,500 restricted stock units, pro-rated for any year of partial service, provided that he continues to serve as a non-employee member of the Board. Rigel has also entered into its standard form of indemnification agreement with Mr. Miller.
There are no arrangements or understandings between Mr. Miller and any other persons pursuant to which he was elected or appointed as a member of the Board or a committee thereof. There are no family relationships between Mr. Miller and any director, executive officer, or any person nominated or chosen by Rigel to become a director or executive officer. The Board has determined that Mr. Miller is independent under applicable standards. Mr. Miller is not a party to any current or proposed transaction with Rigel for which disclosure is required under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 3, 2026 | RIGEL PHARMACEUTICALS, INC. | |||||||
| By: | /s/ Raymond J. Furey | |||||||
| Raymond J. Furey | ||||||||
| Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary | ||||||||