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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

RIGEL PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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RIGEL PHARMACEUTICALS, INC.

1180 Veterans Boulevard
South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 18, 2021

DEAR STOCKHOLDER:

Notice is hereby given for the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Rigel Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Rigel”). In light of the ongoing COVID-19 pandemic, for the safety of all our stockholders and personnel, and taking into account federal, state and local guidance, the Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/RIGL2021 on Tuesday, May 18, 2021 at 8:00 a.m. local time. You will not be able to attend the Annual Meeting in person. Instructions on how to participate in the virtual Annual Meeting and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/RIGL2021.

The Annual Meeting will be held for the following purposes:

To elect the nominees, Gregg A. Lapointe, Brian L. Kotzin and Gary A. Lyons, to the Board of Directors of the Company to hold office until the Company’s 2024 Annual Meeting of Stockholders.

To approve an amendment to our 2018 Equity Incentive Plan, as amended (the “Amended 2018 Plan”), to, among other items, (i) add an additional 825,000 shares to the number of shares of common stock authorized for issuance under the Amended 2018 Plan, (ii) remove the automatic nondiscretionary option grants to non-employee directors and (iii) add an overall limit to non-employee director compensation.

To approve an amendment to our 2000 Employee Stock Purchase Plan, as amended (the “Amended 2000 ESPP”), to, among other things, add an additional 5,500,000 shares to the number of shares of common stock authorized for issuance under the Amended 2000 ESPP.

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement.

To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.

To conduct any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is March 19, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any continuation, postponement or adjournment thereof. We appreciate your continued confidence in Rigel and look forward to hosting you at the virtual Annual Meeting.

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IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL STOCKHOLDERS’ MEETING TO BE HELD ON MAY 18, 2021 AT
WWW.VIRTUALSHAREHOLDERMEETING.COM/RIGL2021:

THE PROXY STATEMENT, NOTICE OF ANNUAL MEETING AND FORM OF PROXY CARD AND THE 2020 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE TO YOU AT HTTP://WWW.PROXYVOTE.COM.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO SUBMIT YOUR PROXY PROMPTLY IN ORDER TO ASSURE THAT A QUORUM IS PRESENT.

By Order of the Board of Directors,

Dolly A. Vance
Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary

South San Francisco, California
April 6, 2021

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING VIRTUALLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE, OR, IF YOU REQUESTED PAPER COPIES OF THE PROXY MATERIALS, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, AS PROMPTLY AS POSSIBLE. STOCKHOLDERS WHO ATTEND THE VIRTUAL ANNUAL MEETING SHOULD FOLLOW THE INSTRUCTIONS AT WWW.VIRTUALSHAREHOLDERMEETING.COM/RIGL2021 TO VOTE ONLINE DURING THE ANNUAL MEETING. HOWEVER, IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE VIRTUAL ANNUAL MEETING, YOU MUST FOLLOW THE INSTRUCTIONS FROM THAT RECORD HOLDER.

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	PAGE
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL 1 ELECTION OF DIRECTORS		9
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		15
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS		18
PROPOSAL 2 APPROVAL OF 2018 EQUITY INCENTIVE PLAN, AS AMENDED		21
PROPOSAL 3 APPROVAL OF AN AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN		35
PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION		40
PROPOSAL 5 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		41
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES		41
MANAGEMENT EXECUTIVE OFFICERS		43
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		45
EQUITY COMPENSATION PLAN INFORMATION		45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		46
EXECUTIVE COMPENSATION		48
COMPENSATION DISCUSSION AND ANALYSIS		48
PAY-RATIO INFORMATION		59
SUMMARY COMPENSATION TABLE		60
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2020		61
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		62
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2020		64
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS		65
2020 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION TABLE		65
DIRECTOR COMPENSATION		67
DIRECTOR COMPENSATION FOR FISCAL YEAR 2020		68
TRANSACTIONS WITH RELATED PERSONS		68
HOUSEHOLDING OF PROXY MATERIALS		69
OTHER MATTERS		70
APPENDIX A		A-1

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RIGEL PHARMACEUTICALS, INC.
1180 Veterans Boulevard
South San Francisco, California 94080

PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
May 18, 2021

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

WHY DID I RECEIVE THESE PROXY MATERIALS?

You are receiving these proxy materials from us because you owned shares of common stock (“Common Stock”) of Rigel Pharmaceuticals, Inc., a Delaware corporation (“Rigel,” the “Company,” “we” or “us”), as of March 19, 2021, the record date (the “Record Date”) for Rigel’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s Board of Directors (the “Board of Directors” or the “Board”) has made these materials available to you in connection with the Board’s solicitation of proxies for use at the Annual Meeting. You may vote by proxy over the Internet or by phone, or by mail if you requested printed copies of the proxy materials.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have decided to provide access to our proxy materials to our stockholders via the Internet. Accordingly, we are sending only a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and posting our proxy materials online at www.proxyvote.com. The Notice contains only an overview of the complete proxy materials available. Stockholders are encouraged to access and review all the proxy materials on the website or request a paper or electronic copy of the full set of proxy materials for review prior to voting. Instructions on how to access the proxy materials over the Internet or to request a paper or electronic copy of the full set of the proxy materials may be found in the Notice. We intend to mail the Notice on or about April 6, 2021 to all stockholders of record as of the Record Date who are entitled to vote at the Annual Meeting.

WILL I RECEIVE ANY PROXY MATERIALS BY MAIL OTHER THAN THE NOTICE?

No, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. This proxy statement and Rigel’s 2020 Annual Report on Form 10-K are available at www.proxyvote.com. To request that a full set of the proxy materials be sent to your specified postal or email address, please request as follows:

•

by telephone: call 1-800-579-1639 free of charge;

•

by internet: go to www.proxyvote.com; or

•

by e-mail: send an e-mail message to sendmaterial@proxyvote.com. Please send a blank e-mail and insert the 16-Digit Control Number located in your Notice in the subject line.

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Please have your proxy card in hand when you access the website or call and follow the instructions provided.

HOW DO I ATTEND AND PARTICIPATE IN THE ANNUAL MEETING ONLINE?

The Annual Meeting will be held virtually on Tuesday, May 18, 2021 at 8:00 a.m. local time via a live webcast at www.virtualshareholdermeeting.com/RIGL2021. Online check-in will begin at 7:30 a.m. local time and you should allow ample time for the check-in procedures.

Instructions on how to attend and participate virtually in the Annual Meeting are available by visiting www.virtualshareholdermeeting.com/RIGL2021. You will not be able to attend the Annual Meeting in person.

Information on how to vote online during the Annual Meeting is discussed below. Stockholders as of the Record Date may vote and submit questions via the internet at the Annual Meeting. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. In order to enter the Annual Meeting, you will need the 16-digit control number provided in the Notice or on your proxy card if you are a stockholder of record as of the Record Date.

A legal proxy is not required to attend the Virtual Shareholder Meeting. If you did not receive a 16-digit control number, because you are a beneficial owner, and your shares are held in a “street name” through an unaffiliated broker, bank or other nominee, you may attend as a guest, but in order to participate in the virtual Annual Meeting you must have your 16-digit control number.

HOW DO I ASK QUESTIONS AT THE VIRTUAL ANNUAL MEETING?

Our virtual Annual Meeting allows stockholders to submit questions and comments before and during the virtual Annual Meeting, beginning at the check-in time, 7:30 a.m. local time. You may submit questions before the virtual Annual Meeting at www.virtualshareholdermeeting.com/RIGL2021. During the virtual Annual Meeting, you may only submit questions in the question box provided at the online meeting center at the website noted above. In both cases, stockholders must have available their 16-digit control number provided in the Notice or your proxy card (if you received a printed copy of the proxy materials). To the extent time doesn’t allow us to answer all of the appropriately submitted questions, we will answer them in writing on the Investor Relations section of our website at www.rigel.com, soon after the meeting.

WHAT IF DURING THE CHECK-IN TIME OR DURING THE VIRTUAL ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting website log-in page.

WHAT IF I CANNOT VIRTUALLY ATTEND THE ANNUAL MEETING?

You may vote your shares electronically before the virtual Annual Meeting by Internet, or by telephone or by mail as described below. You do not need to access the virtual Annual Meeting to vote if you submitted your vote by Internet, by telephone or by mail in advance of the virtual Annual Meeting.

The virtual Annual Meeting will be archived for one year after the date of the virtual Annual Meeting at www.virtualshareholdermeeting.com/RIGL2021.

WHY A VIRTUAL-ONLY ONLINE MEETING?

In light of the ongoing COVID-19 pandemic, for the safety of all our stockholders and personnel, and taking into account federal, state and local guidance, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Conducting the Annual Meeting virtually allows for remote participation in light of the COVID-19 pandemic and increases the opportunity for all stockholders to participate and communicate their views to a much wider audience.

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Additionally, we use software that verifies the identity of each participating stockholder and ensures during the question-and-answer portion of the meeting that they are granted the same rights they would have at an in-person meeting. We may consider a change in our virtual-only meeting practice in the future. Given the above listed factors, we feel a virtual-only meeting is the right choice for Rigel and its stockholders at this time.

WHO CAN VOTE AT THE ANNUAL MEETING?

Only stockholders of record at the close of business on the Record Date, March 19, 2021, are entitled to notice of, and to vote at, the virtual Annual Meeting or any adjournment or postponement thereof. As of the Record Date, there were 170,120,636 shares of Common Stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, EQ Shareowner Services, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the virtual Annual Meeting, we urge you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as instructed below, to ensure your vote is counted. We must receive any proxy cards that will not be voted online at the Annual Meeting, or proxies submitted telephonically or over the internet, no later than 11:59 P.M. Eastern Time on Wednesday, May 17, 2021. Stockholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/RIGL2021 to vote during the virtual Annual Meeting. A complete list of stockholders entitled to vote at the virtual Annual Meeting will be available for examination for any reason germane to the Annual Meeting at Broadridge Financial Solutions at VSMShareholderList@Broadridge.com for a period of ten (10) days prior to the virtual Annual Meeting, and will be available on the virtual meeting site at www.virtualshareholdermeeting.com/RIGL2021.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on March 19, 2021, the Record Date, your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares or ask questions online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent and deliver that proxy to us prior to the virtual Annual Meeting, as described below under the section “How Do I Vote”.

WHAT AM I VOTING ON? WHAT IS THE BOARD’S RECOMMENDATION ON EACH OF THE PROPOSALS?

The following five matters are scheduled for a vote at the Annual Meeting:

(1)

Election of Gregg A. Lapointe, Brian L. Kotzin and Gary A. Lyons to the Board to hold office until the 2024 Annual Meeting of Stockholders (“Proposal No. 1”).

(2)

Approval of the amendment to our 2018 Equity Incentive Plan, as amended (the “Amended 2018 Plan”), to, among other items, (i) add an additional 825,000 shares to the number of shares of common stock authorized for issuance under the Amended 2018 Plan, (ii) remove the automatic nondiscretionary option grants to non-employee directors and (iii) add an overall limit to non-employee director compensation (“Proposal No. 2”).

(3)

Approval of the amendment to our 2000 Employee Stock Purchase Plan, as amended (the “Amended 2000 ESPP”), to, among other things, add an additional 5,500,000 shares to the number of shares of common stock authorized for issuance under the Amended 2000 ESPP (“Proposal No. 3”).

(4)

Advisory approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement in accordance with SEC rules (“Proposal No. 4”).

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(5)

Ratification of the selection of Ernst & Young LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021 (“Proposal No. 5”).

The Board recommends “FOR” all of the director nominees in Proposal No. 1 and “FOR” Proposal Nos. 2 through 5.

10.

WHAT IF ANOTHER MATTER IS PROPERLY PRESENTED AT THE ANNUAL MEETING?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment. This includes, among other things, considering any motion to adjourn the virtual Annual Meeting to another time and/or place, including for the purpose of soliciting additional proxies for or against a given proposal.

11.

HOW DO I VOTE?

You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the other matters to be voted on, you may either vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using one of the following methods:

•

During the Annual Meeting: To vote your shares electronically during the Annual Meeting, enter the Annual Meeting using the 16-digit control number. Instructions on how to vote while participating in the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/RIGL2021.

•

Internet: To vote via the Internet, go to www.proxyvote.com. You can use the Internet to transmit your voting instructions and to elect for electronic delivery of information up until 11:59 P.M. Eastern Time on May 17, 2021. Please have your proxy card in hand when you access the website and follow the instructions provided.

•

Telephone: To vote by telephone, call 1-800-690-6903. You can use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 17, 2021. Please have your proxy card in hand when you call and follow the instructions provided.

•

Mail: To vote by mail, you must first request a paper or electronic copy of the proxy materials. To request that a full set of the proxy materials be sent to your specified postal or email address, please go to www.proxyvote.com or call 1-800-579-1639. Please have your proxy card in hand when you access the website or call and follow the instructions. Upon receipt of the materials, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Whether or not you plan to attend the virtual Annual Meeting and vote online, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received the Notice containing voting instructions and a 16-digit control number from that organization rather than from Rigel. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. If you did not receive a Notice with a 16-digit control number, because your shares are held in a “street name” through an unaffiliated broker, bank or other nominee, in order to vote in the virtual Annual Meeting, you must obtain a your 16-digit control number by submitting a legal proxy from your broker, bank or other nominee to Broadridge Financial Solutions. You may contact your broker or bank for instructions and to request a proxy form.

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Please see the Notice or the information your bank, broker, or other holder of record provided you for more information on these proxy voting options.

Voting Via the Internet or by Telephone

We provide Internet voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your voting instructions. However, please be aware that you must bear any costs associated with accessing the Internet, such as usage charges from Internet access providers and telephone companies.

12.

HOW MANY VOTES DO I HAVE?

On each matter to be voted upon, you have one vote for each share of Common Stock you owned as of the Record Date, March 19, 2021.

13.

WHAT HAPPENS IF I DO NOT VOTE, OR IF I RETURN A PROXY CARD OR OTHERWISE VOTE WITHOUT GIVING SPECIFIC VOTING INSTRUCTIONS?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online during the virtual Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted: (a) “For” Proposal No. 1 (Election of Directors); (b) “For” Proposal No. 2 (Amendment to the Amended 2018 Plan); (c) “For” Proposal No. 3 (Amendment to the Amended 2000 ESPP); (d) “For” Proposal No. 4 (Advisory Vote om Executive Compensation); and (e) “For” Proposal No. 5 (Ratification of Auditors). If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (“NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposal Nos. 1, 2, 3 and 4 are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal No. 5 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 5.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the proxy materials you receive from your broker, bank or other agent.

14.

WHAT ARE “BROKER NON-VOTES”

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposal Nos. 1, 2, 3 and 4 are considered to be “non-routine” under NYSE rule

SEC Form DEF 14A filed by Rigel Pharmaceuticals, Inc.