RIGEL PHARMACEUTICALS,INC. (NASDAQ:RIGL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (e)
On December11, 2017, Ryan Maynard informed Rigel Pharmaceuticals,Inc. (the “Company”) of his intention to voluntarily resign from his position as the Company’s Executive Vice President and Chief Financial Officer. Such resignation is expected to be effective as of December31, 2017 (the “Separation Date”) and is not due to a dispute or disagreement with the Company. The Company has initiated a replacement search and, as discussed below, Mr.Maynard has agreed to provide consulting services following the Separation Date to provide advice regarding the transition of responsibilities.
Subject to Mr.Maynard’s continued employment through December31, 2017 and in exchange for a full general release of claims and continued compliance with the Employee Confidential Information and Inventions Agreement, Mr.Maynard will receive: (i)a lump sum payment equal to nine months of his base salary in 2017; (ii)payments of COBRA premiums for Mr.Maynard and dependents for up to nine months following the Separation Date; (iii)accelerated vesting of any of Mr.Maynard’s time-based stock option grants that would have vested through September30, 2018; (iv)continued eligibility for vesting through September30, 2018 of any of Mr.Maynard’s performance-based stock option grants; (v)extended exercisability of the vested portion of such options until September30, 2019; and (vi)a consulting agreement with the Company for sixmonths to be used as needed by the Company for advice regarding the transition of responsibilities at a rate to be negotiated in good faith by the parties.
(c)
In connection with Mr.Maynard’s resignation, Nelson Cabatuan, age 40, the Company’s vice president of finance, will serve as the Interim Principal Accounting Officer, effective December18, 2017. Mr.Cabatuan has served as the Company’s Controller since November1, 2014 and is a certified public accountant. Mr.Cabauan joined Rigel in September2008 as a senior SEC reporting manager.
There are no family relationships between Mr.Cabatuan and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr.Cabatuan is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a)of Regulation S-K. The Company has also entered into its standard form of indemnification agreement with Mr.Cabatuan.
A copy of the press release titled “Rigel Announces Departure of Chief Financial Officer” is attached as Exhibit99.1 to this current report on Form8-K and is incorporated by reference herein.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to the continuation of Mr.Maynard as an employee and future consultant of the Company. Such forward-looking statements involve known and unknown risks, uncertainties and other factors. More information about the risks the Company faces is included under the headings “Risk Factors” in the Company’s most recently filed documents with the Securities and Exchange Commission. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.