Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE DISCLOSURE
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “compensation actually paid” (“CAP”), as calculated per SEC disclosure rules, and certain measures of our performance for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis (“CD&A”) for a complete description of how executive compensation relates to our performance and how the Compensation Committee makes its decisions. CAP represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the Named Executive Officers (“NEOs”) realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.
Year-end value of $100 invested
on 12/31/2019 in:
Year
Summary
Compensation
Table Total for
Raul Rodriguez,
CEO(1)
$
Compensation
Actually Paid to
Raul Rodriguez,
CEO(3)
$
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(2)(4)
$
Average
Compensation
Actually Paid to
Non-CEO
NEOs(3)(4)
$
RIGL(5)
$
NASDAQ
Biotechnology
Index(5)
$
Net Loss
(in millions)
$
Total Revenue
(in millions)
$
2023
3,440,790
2,061,002
1,077,527
711,440
67.76
118.87
(25.1)
116.9
2022
2,864,120
1,465,142
1,232,862
875,128
70.09
113.65
(58.6)
120.2
2021
3,428,041
866,863
1,252,576
647,412
123.83
126.45
(17.9)
149.2
2020
2,963,884
4,724,952
1,079,526
1,385,017
163.55
126.42
(29.7)
108.6
Footnotes:
1)
Raul Rodriguez has been Chief Executive Officer of the Company since November 2014 and has been its president since May 2010.
2)
2022 average summary compensation table total for non-CEO NEOs has been updated since last year’s disclosure to reflect an alignment to year-over-year variation between the Non-CEO Average Summary Compensation and the Summary Compensation Table above.
3)
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:
2023
2022
2021
2020
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Total Compensation from Summary Compensation Table
3,440,790
1,077,527
2,864,120
1,232,862
3,428,041
1,252,576
2,963,884
1,079,526
Adjustments for Equity Awards
 
 
 
 
 
 
 
 
Adjustment for grant date values in the Summary Compensation Table
(2,267,280)
(384,280)
(1,771,120)
(541,865)
(2,448,705)
(583,025)
(1,992,765)
(502,228)
Year-end fair value of unvested awards granted in the current year
1,217,867
144,805
795,491
251,675
578,006
137,627
2,408,173
516,458
Year-over-year difference of year-end fair values for unvested awards granted in prior years
(427,053)
(148,247)
(184,265)
(35,496)
(950,857)
(221,116)
1,177,892
259,670
Fair values at vest date for awards granted and vested in current year
114,948
13,649
260,343
44,372
269,958
64,268
159,024
22,395
2023
2022
2021
2020
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years
(18,270)
7,986
(499,427)
(76,420)
(9,580)
(2,918)
8,744
9,196
Total Adjustments for Equity Awards
(1,379,788)
(366,087)
(1,398,978)
(357,734)
(2,561,178)
(605,164)
1,761,068
305,491
Compensation Actually Paid (as calculated)
2,061,002
711,440
1,465,142
875,128
866,863
647,412
4,724,952
1,385,017
4)
Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:
2023: Dean Schorno, Wolfgang Dummer, David Santos and Raymond Furey
2022: Dean Schorno, Dolly Vance, Wolfgang Dummer, David Santos, and Raymond Furey
2021: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos
2020: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos
5)
TSR is determined based on the value of an initial fixed investment of $100 as of December 31, 2019, and the reinvestment of all dividends are assumed. The TSR peer group consists of the NASDAQ Biotechnology Index, the same peer group used in our Annual Report.
     
Company Selected Measure Name Total Revenue      
Named Executive Officers, Footnote
1)
Raul Rodriguez has been Chief Executive Officer of the Company since November 2014 and has been its president since May 2010.
4)
Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:
2023: Dean Schorno, Wolfgang Dummer, David Santos and Raymond Furey
2022: Dean Schorno, Dolly Vance, Wolfgang Dummer, David Santos, and Raymond Furey
2021: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos
2020: Dean Schorno, Dolly Vance, Wolfgang Dummer, and David Santos
     
Peer Group Issuers, Footnote
5)
TSR is determined based on the value of an initial fixed investment of $100 as of December 31, 2019, and the reinvestment of all dividends are assumed. The TSR peer group consists of the NASDAQ Biotechnology Index, the same peer group used in our Annual Report.
     
PEO Total Compensation Amount $ 3,440,790 $ 2,864,120 $ 3,428,041 $ 2,963,884
PEO Actually Paid Compensation Amount $ 2,061,002 1,465,142 866,863 4,724,952
Adjustment To PEO Compensation, Footnote
3)
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:
2023
2022
2021
2020
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Total Compensation from Summary Compensation Table
3,440,790
1,077,527
2,864,120
1,232,862
3,428,041
1,252,576
2,963,884
1,079,526
Adjustments for Equity Awards
 
 
 
 
 
 
 
 
Adjustment for grant date values in the Summary Compensation Table
(2,267,280)
(384,280)
(1,771,120)
(541,865)
(2,448,705)
(583,025)
(1,992,765)
(502,228)
Year-end fair value of unvested awards granted in the current year
1,217,867
144,805
795,491
251,675
578,006
137,627
2,408,173
516,458
Year-over-year difference of year-end fair values for unvested awards granted in prior years
(427,053)
(148,247)
(184,265)
(35,496)
(950,857)
(221,116)
1,177,892
259,670
Fair values at vest date for awards granted and vested in current year
114,948
13,649
260,343
44,372
269,958
64,268
159,024
22,395
2023
2022
2021
2020
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years
(18,270)
7,986
(499,427)
(76,420)
(9,580)
(2,918)
8,744
9,196
Total Adjustments for Equity Awards
(1,379,788)
(366,087)
(1,398,978)
(357,734)
(2,561,178)
(605,164)
1,761,068
305,491
Compensation Actually Paid (as calculated)
2,061,002
711,440
1,465,142
875,128
866,863
647,412
4,724,952
1,385,017
     
Non-PEO NEO Average Total Compensation Amount $ 1,077,527 1,232,862 1,252,576 1,079,526
Non-PEO NEO Average Compensation Actually Paid Amount $ 711,440 875,128 647,412 1,385,017
Adjustment to Non-PEO NEO Compensation Footnote
3)
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:
2023
2022
2021
2020
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Total Compensation from Summary Compensation Table
3,440,790
1,077,527
2,864,120
1,232,862
3,428,041
1,252,576
2,963,884
1,079,526
Adjustments for Equity Awards
 
 
 
 
 
 
 
 
Adjustment for grant date values in the Summary Compensation Table
(2,267,280)
(384,280)
(1,771,120)
(541,865)
(2,448,705)
(583,025)
(1,992,765)
(502,228)
Year-end fair value of unvested awards granted in the current year
1,217,867
144,805
795,491
251,675
578,006
137,627
2,408,173
516,458
Year-over-year difference of year-end fair values for unvested awards granted in prior years
(427,053)
(148,247)
(184,265)
(35,496)
(950,857)
(221,116)
1,177,892
259,670
Fair values at vest date for awards granted and vested in current year
114,948
13,649
260,343
44,372
269,958
64,268
159,024
22,395
2023
2022
2021
2020
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Raul
Rodriguez
$
Average
Non-CEO
NEOs
$
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years
(18,270)
7,986
(499,427)
(76,420)
(9,580)
(2,918)
8,744
9,196
Total Adjustments for Equity Awards
(1,379,788)
(366,087)
(1,398,978)
(357,734)
(2,561,178)
(605,164)
1,761,068
305,491
Compensation Actually Paid (as calculated)
2,061,002
711,440
1,465,142
875,128
866,863
647,412
4,724,952
1,385,017
     
Compensation Actually Paid vs. Total Shareholder Return
Pay Versus Performance: Graphical Description
The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
the Company’s cumulative TSR and the Peer Group’s cumulative TSR;
CAP and Cumulative TSR / Cumulative TSR of the Peer Group

     
Compensation Actually Paid vs. Net Income
Pay Versus Performance: Graphical Description
The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
the Company’s Net Income; and
CAP and Company Net Income

     
Compensation Actually Paid vs. Company Selected Measure
Pay Versus Performance: Graphical Description
The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
the Company Selected Measure, which for us is the total revenue. As noted above, while not a direct component of our executive compensation program, revenue is included due to its reflection of the growth
of our product sales. To measure growth in our product sales, a performance metric used under our annual incentive compensation program, we have identified revenue as our Company-Selected Measure which we believe reflects how well we have executed against our objective with respect to growth in product sales.
CAP and Total Revenue
     
Total Shareholder Return Vs Peer Group
Pay Versus Performance: Graphical Description
The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
the Company’s cumulative TSR and the Peer Group’s cumulative TSR;
CAP and Cumulative TSR / Cumulative TSR of the Peer Group

     
Tabular List, Table
Tabular List of Performance Measures
As noted in the CD&A, for 2023, the principal incentive elements in the Company’s executive compensation program were delivered in the form of annual incentives and equity awards. As is the case with many companies in the biotechnology industry, the Company’s annual incentive objectives are generally tied to the Company’s strategic and operational goals rather than financial goals. The following is a list of performance measures, which in the Company’s assessment represents the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023:
Commercial growth (increased product sales, new product launch)
Expansion of clinical pipeline (clinical trials, corporate development via acquisition and/or licensing)
Financial diligence (managing expenses, maintaining cash position, non-sales revenue)
Total Revenues*
*
While not a direct component of the Company’s executive compensation program, revenue is included due to its reflection of the growth of our product sales. To measure growth in our product sales, a performance metric used under our annual incentive compensation program, we have identified revenue as our Company-Selected Measure which we believe reflects how well we have executed against our objective with respect to growth in our product sales.
     
Total Shareholder Return Amount $ 67.76 70.09 123.83 163.55
Peer Group Total Shareholder Return Amount 118.87 113.65 126.45 126.42
Net Income (Loss) $ (25,100,000) $ (58,600,000) $ (17,900,000) $ (29,700,000)
Company Selected Measure Amount 116,900,000 120,200,000 149,200,000 108,600,000
PEO Name Raul Rodriguez Raul Rodriguez Raul Rodriguez Raul Rodriguez
Measure:: 1        
Pay vs Performance Disclosure        
Name Commercial growth      
Measure:: 2        
Pay vs Performance Disclosure        
Name Expansion of clinical pipeline      
Measure:: 3        
Pay vs Performance Disclosure        
Name Financial diligence      
Measure:: 4        
Pay vs Performance Disclosure        
Name Total Revenues      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,379,788) $ (1,398,978) $ (2,561,178) $ 1,761,068
PEO | Grant Date Values in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,267,280) (1,771,120) (2,448,705) (1,992,765)
PEO | Year-End Fair Value of Unvested Awards Granted in the Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,217,867 795,491 578,006 2,408,173
PEO | Year-Over-Year Difference of Year-End Fair Values for Unvested Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (427,053) (184,265) (950,857) 1,177,892
PEO | Fair Values at Vest Date for Awards Granted and Vested in Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 114,948 260,343 269,958 159,024
PEO | Difference in Fair Values Between Prior Year-End Fair Values and Vest Date Fair Values for Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (18,270) (499,427) (9,580) 8,744
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (366,087) (357,734) (605,164) 305,491
Non-PEO NEO | Grant Date Values in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (384,280) (541,865) (583,025) (502,228)
Non-PEO NEO | Year-End Fair Value of Unvested Awards Granted in the Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 144,805 251,675 137,627 516,458
Non-PEO NEO | Year-Over-Year Difference of Year-End Fair Values for Unvested Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (148,247) (35,496) (221,116) 259,670
Non-PEO NEO | Fair Values at Vest Date for Awards Granted and Vested in Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 13,649 44,372 64,268 22,395
Non-PEO NEO | Difference in Fair Values Between Prior Year-End Fair Values and Vest Date Fair Values for Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 7,986 $ (76,420) $ (2,918) $ 9,196