Rigel Pharmaceuticals Inc

This management proposal requests shareholder approval to increase the share reserve of the company’s 2018 Equity Incentive Plan by 500,000 shares to support near-term hiring, retention and incentive needs. Management frames the request as a modest, disciplined increase—approximately 2.7% of shares outstanding at the record date—intended to provide sufficient flexibility for anticipated equity grants through 2027 without unduly diluting existing holders. The Compensation Committee justified the request by citing the importance of equity awards for recruiting and retaining commercial, scientific and executive talent and by noting the company’s 2025 value-adjusted burn rate (4.87%) remained below the ISS Russell 3000 benchmark. The proposal emphasizes plan features intended to protect stockholders, including no automatic single-trigger change-in-control vesting (except limited director provisions), prohibitions on repricing without shareholder approval, fungible share counting rules, limits on non-employee director compensation, and clawback provisions. Management also discloses that overhang remains elevated relative to peers but has stabilized and declined in 2025, and that the requested share increase is smaller than prior-year requests. If approved, an additional 500,000 shares would be available for grant under the plan and management expects the reserve to support planned equity awards through 2027; if not approved, the company may need to curtail competitive equity grants, potentially affecting retention and recruitment. From a governance perspective, investors will weigh the incremental dilution (and the company’s stated metrics) against the strategic need to maintain a competitive equity program in the biopharma labor market.

This management proposal seeks shareholder approval to increase the reserve for the company’s long-standing 2000 Employee Stock Purchase Plan by 360,000 shares to enable continued broad-based employee participation in an 85%-of-market lookback purchase program. The ESPP is positioned as a retention and engagement tool that allows eligible employees to purchase company stock through payroll deductions at a discounted price; management notes that 1,058,294 shares have been purchased under the plan historically and that 96,998 shares remained available as of the record date. The requested increase reflects management’s assessment that additional reserve capacity is needed to support future offerings and continued employee ownership without materially expanding dilution beyond recent practice. The Amended 2000 ESPP contains standard Section 423 protections (e.g., 85% purchase price, offerings divided into purchase periods, limitations on maximum share purchase per participant) and the Board notes that any necessary regulatory or plan-rule conforming amendments would be made in consultation with counsel. If approved, the added shares would be available for purchases under future ESPP offerings; if not approved, participation could be constrained and the company might need to limit employee purchases or alter offering terms. For governance-minded investors, the ESPP is typically viewed favorably as a broadly participatory, employee-alignment mechanism with limited dilution relative to equity plan grants to executives; the Board’s recommendation to approve the amendment reflects that orientation.

Proposal No. 4 is a non-binding advisory “say-on-pay” request asking shareholders to approve the disclosed compensation program for Named Executive Officers. Management’s pay philosophy emphasizes pay-for-performance with a substantial portion of NEO target compensation delivered as at-risk incentives (annual cash bonuses and long-term equity, including performance-based options and RSUs) tied to corporate sales, pipeline and financial goals; the Compensation Committee employed an independent consultant, peer benchmarking and shareholder outreach in designing the program. For 2025 the company reports higher sales and positive adjusted EBITDA, the Compensation Committee certified corporate goal achievement above target (resulting in 124% corporate payout), and performance-based equity metrics (sales thresholds and corporate development milestones) drove vesting outcomes for certain awards. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider the vote’s outcome when making future compensation decisions; they also highlight governance protections such as clawback policy, no repricing without shareholder approval, independent committee administration and annual say-on-pay. From a stockholder perspective, the principal evaluation points include the alignment between realized pay and measurable company performance (e.g., net product sales, adjusted EBITDA and pipeline milestones), the degree of disclosure and responsiveness to investor feedback, and whether incentive structures effectively balance short-term commercial execution with longer-term value creation. The company reports historical say-on-pay support of ~86% and describes targeted outreach to large holders; the Board believes the current program remains appropriate and recommends a vote FOR, while investors may scrutinize the balance between equity dilution, realized executive payouts, and long-term TSR.