DEF 14A

DEF 14A 1 2023_rlyb_proxy.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

RALLYBIO CORPORATION
(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 paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Rallybio Corporation

234 Church Street, Suite 1020

New Haven, CT 06510

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Rallybio Corporation (the “Company” or “Rallybio”) will be held on May 17, 2023, at 9:00 a.m. Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/RLYB2023. At the Annual Meeting, stockholders will consider and vote on the following matters:

To elect Helen M. Boudreau, Lucian Iancovici, and Christine A. Nash, as Class II directors, each for a three-year term.

To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote FOR each of the nominees for Class II director (Proposal No. 1) and FOR ratification of the proposed independent registered public accounting firm (Proposal No. 2).

Each outstanding share of the Company’s common stock (Nasdaq: RLYB) entitles the holder of record at the close of business on March 20, 2023, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RLYB2023. You will also be able to submit questions and vote your shares electronically at the meeting.

Whether or not you expect to attend the meeting, we urge you to vote your shares by following the instructions on the proxy card that you received by mail and submit your proxy by Internet, by telephone or, if you received written proxy materials, by signing, dating and returning a proxy card included in these materials in order to ensure the presence of a quorum. If you choose to virtually attend the Annual Meeting, you may still vote your shares in real time, even if you have previously voted or returned your proxy by any of the methods described in our proxy statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.

All stockholders are extended a cordial invitation to attend the Annual Meeting.




		By Order of the Board of Directors

		Martin Mackay, Ph.D. Chief Executive Officer and Chairman April 10, 2023

TABLE OF CONTENTS



	Page
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 17, 2023	3
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	8
MANAGEMENT AND CORPORATE GOVERNANCE	11
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION	22
AUDIT COMMITTEE REPORT	30
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	31
PROPOSAL NO. 1-ELECTION OF DIRECTORS	32
PROPOSAL NO. 2-RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	33
GENERAL MATTERS	35

Rallybio Corporation

234 Church Street, Suite 1020

New Haven, CT 06510

PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 17, 2023 at 9:00 a.m. Eastern Time

This proxy statement, along with the accompanying Notice of the 2023 Annual Meeting of Stockholders, contains information about the 2023 Annual Meeting of Stockholders of Rallybio Corporation, which we refer to as the Annual Meeting, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting in a virtual meeting format on May 17, 2023 at 9:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/RLYB2023.

In this proxy statement, we refer to Rallybio Corporation as “Rallybio,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting.

On or about April 10, 2023, we began mailing this proxy statement and proxy card (the “Proxy Materials”) to all stockholders entitled to vote at the Annual Meeting. Although not part of this proxy statement, we have also made available with this proxy statement our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), which includes our financial statements for the fiscal year ended December 31, 2022.

Proxies will be solicited by mail. We will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners of the shares and will reimburse them for their expenses in so doing. Proxies may be solicited, without extra compensation, by officers, agents and employees of the Company who may communicate with stockholders, banks, brokerage houses and others by telephone, facsimile, email or in person to request that proxies be furnished. All expenses incurred in connection with this solicitation will be borne by Rallybio.

This proxy statement and our Annual Report are available for viewing, printing and downloading at www.proxyvote.com. Stockholders will need their unique control number, which appears on the proxy card (printed in the shaded bar).

Additionally, you can find a copy of our Annual Report on the website of the Securities and Exchange Commission (the "SEC") at www.sec.gov, or in the “Investors/ Media” section of our website at www.rallybio.com. You may also obtain a printed copy of our Annual Report, free of charge, by sending a written request to: Rallybio Corporation, 234 Church Street, Suite 1020, New Haven, CT 06510, Attention: Secretary. Exhibits, if any, will be provided upon written request and payment of an appropriate processing fee.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company soliciting my proxy?

The Board of Directors of Rallybio Corporation is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders to be held at 9:00 a.m. Eastern Time on May 17, 2023, in a virtual meeting format at www.virtualshareholdermeeting.com/RLYB2023, and any adjournments of the meeting, which we refer to as the Annual Meeting. The proxy statement summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

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We have sent you this proxy statement, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 because you owned shares of Rallybio Corporation's common stock on the record date.

When were this proxy statement and the accompanying materials sent to stockholders?

On or about April 10, 2023, we began sending the Proxy Materials to all stockholders entitled to vote at the Annual Meeting.

When is the record date for the Annual Meeting?

The Company’s Board of Directors has fixed the record date for the Annual Meeting as of the close of business on March 20, 2023. Only stockholders who owned our common stock at the close of business on March 20, 2023 are entitled to vote at the Annual Meeting.

Why a Virtual Meeting?

We are hosting a virtual meeting to enable greater participation. Stockholders will be able to attend the meeting online and submit questions by visiting www.virtualshareholdermeeting.com/RLYB2023. Stockholders will also be able to submit questions and vote their shares electronically during the meeting.

How many votes can be cast by all stockholders?

A total of 37,746,214 shares of common stock of the Company were outstanding as of close of business on March 20, 2023 and are entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

How do I vote?

Stockholders will need their unique control number, which appears on the proxy card (printed in the shaded bar), or within the body of the email sending the proxy statement. You will need your control number to access the virtual Annual Meeting, submit your questions and vote your shares electronically. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time, on May 17, 2023. You may vote as follows:

By Internet. Visit www.proxyvote.com and follow the instructions provided on the proxy card. You will be asked to provide the control number from the proxy card and follow the instructions. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees. Your vote must be received by 11:59 p.m., Eastern Time, on May 16, 2023 to be counted.

By Telephone. Dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time, on May 16, 2023 to be counted.

By Mail. Vote by proxy card by completing, signing, dating, and mailing your proxy card in the envelope provided. If you vote by Internet, please do not mail your proxy card. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees. Your proxy will be voted in accordance with your instructions. If you sign and return a proxy but do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors and according to the discretion of the proxy holder named in the proxy card upon any other business that may properly be brought before the meeting and at all adjournments and postponements thereof. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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At the Virtual Meeting. The meeting will be held entirely online. During the Annual Meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/RLYB2023. Have the proxy card, which contains your control number, available when you access the virtual meeting webpage. If you have already voted previously by Internet or mail, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares.

What are the Board’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

Proposal 1: FOR election of Helen M. Boudreau, Lucian Iancovici, and Christine A. Nash, as Class II directors.

Proposal 2: FOR ratification of selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Who pays the cost for soliciting proxies?

Rallybio will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. This cost also includes support for the hosting of the virtual Annual Meeting. Rallybio may solicit proxies by mail, personal interview, telephone or via the Internet through its officers, directors and other management employees, who will receive no additional compensation for their services.

Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility, or by attending and voting live at the virtual meeting. If your stock is held by a broker, bank or other nominee (i.e., in "street name"), you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, virtually in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (i.e., shares represented at the meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all matters, such brokers or nominees do not have discretionary voting power to vote such shares), if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

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What vote is required to approve each item?

Proposal 1: Elect Directors: A nominee for director shall be elected to the Board of Directors if the votes properly cast FOR such nominee’s election exceed the votes properly cast AGAINST such nominee’s election (with “abstentions” and “broker non-votes” not counted as votes cast either FOR or AGAINST any director’s election). Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on this Proposal 1. We expect Proposal 1 will be a non-routine matter. Therefore, brokerage firms will not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

Proposal 2: Ratify Selection of our Independent Registered Public Accounting Firm: For the ratification of the selection of our independent registered public accounting firm for our 2023 fiscal year, the votes cast FOR must exceed the votes cast AGAINST. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the results of this vote. We expect Proposal 2 will be a routine matter. Therefore, brokerage firms will have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, the Audit Committee of the Board of Directors will reconsider its selection.

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers, banks or other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to routine matters. Although the determination of whether a broker, bank or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the election of each nominee for director (Proposal 1) will be a non-routine matter and that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 2) will be a routine matter.

If there are insufficient votes to approve these proposals, your proxy may be voted by the persons named in the proxy card to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposal(s). If the Annual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting unless you withdraw or revoke your proxy.

Could other matters be decided at the Annual Meeting?

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

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What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

What if during the check-in time or during the 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 meeting website, please call the technical support number that will be posted on the Annual Meeting log-in page.

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view future proxy materials and annual reports over the Internet instead of receiving paper copies in the mail. You can choose this option and save us the cost of producing and mailing these documents by following the instructions provided when you vote over the Internet.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 31, 2023 (unless otherwise specified), with respect to the beneficial ownership of our common stock by each person who is known to own beneficially more than 5% of the outstanding shares of common stock, each person currently serving as a director, each nominee for director, each named executive officer (as set forth in the Summary Compensation Table below), and all directors and executive officers as a group.

Shares of common stock subject to options, restricted stock units or other rights to purchase which are now exercisable or are exercisable within 60 days after March 31, 2023 are to be considered outstanding for purposes of computing the percentage ownership of the persons holding these options or other rights but are not to be considered outstanding for the purpose of computing the percentage ownership of any other person. The shares underlying the pre-funded warrants issued by the Company in November 2022, which are exercisable for 3,333,388 shares of common stock, are not considered outstanding for the purpose of computing the percentage ownership of any person. As of March 31, 2023, there were 37,746,214 shares of common stock outstanding and the percentage of shares beneficially owned in the table below is based on shares outstanding as of March 31, 2023. Unless otherwise indicated, the address for each director and named executive officer is c/o Rallybio Corporation, 234 Church Street, Suite 1020, New Haven, CT 06510.


	Number of		Percentage of
	Shares		Shares
	Beneficially		Beneficially
Name of Beneficial Owner	Owned		Owned
5% or Greater Stockholders:
Entities associated with Viking Global Investors LP (1)		4,194,777		11.1	%
Entities affiliated with 5AM Ventures (2)		3,630,724		9.6	%
Entities affiliated with New Leaf Venture Partners (3)		3,301,603		8.7	%
FMR LLC (4)		3,245,425		8.6	%
Entities affiliated with TPG Inc. (5)		3,028,414		8.0	%
Novo Holdings A/S (6)		2,296,007		6.1	%
Entities affiliated with Pivotal bioVenture Partners (7)		2,271,311		6.0	%
Entities affiliated with Canaan Partners (8)		2,059,712		5.5	%
Directors and Named Executive Officers:
Martin W. Mackay, Ph.D. (9)		825,209		2.2	%
Helen M. Boudreau, M.B.A. (10)		50,762	*
Wendy K. Chung, M.D., Ph.D. (11)		3,161	*
Rob Hopfner, R.Ph., Ph.D., M.B.A. (7)(12)		2,304,433		6.1	%
Ronald M. Hunt, M.B.A. (3)(13)		3,338,425		8.8	%
Lucian Iancovici, M.D.		—	*
Hui Liu, Ph.D., M.B.A. (14)		14,613	*
Christine A. Nash, M.B.A. (15)		11,200	*
Kush M. Parmar, M.D., Ph.D. (2)(16)		3,666,824		9.7	%
Paula Soteropoulos (17)		56,131	*
Stephen Uden, M.D. (18)		825,210		2.2	%
Jeffrey M. Fryer, CPA (19)		707,870		1.9	%
All executive officers and directors as a group (14 persons)(20)		2,189,845		5.8	%

* Represents beneficial ownership of less than one percent of our outstanding common stock.

(1)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2022 reporting beneficial ownership of Viking Global Investors LP, Viking Global Opportunities Parent GP LLC, Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, and O. Andreas Halvorsen, David C. Ott and Rose S. Shabet (together with Viking Global Investors LP, Viking Global Opportunities Parent GP LLC, Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, O. Andreas Halvorsen and David C. Ott, (collectively, the “Viking Reporting Persons”). The Viking Reporting Persons report shared voting and dispositive power over 4,194,777 shares. The address of each of the Viking Reporting Persons is 55 Railroad Avenue, Greenwich, Connecticut 06830. In November 2022, Viking Global

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Opportunities Illiquid Investments Sub-Master LP acquired 3,333,388 pre-funded warrants, each with an exercise price of $0.0001. Each pre-funded warrant represents the right to purchase one share of the Company's common stock. Each pre-funded warrant provides that it may not be exercised if, upon giving effect to such exercise, the aggregate number of shares of our common stock beneficially owned by the holder would exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise. Because the Viking Reporting Persons beneficially own over 9.99% of the outstanding shares of our common stock, none of the shares that may be acquired under the terms of the pre-funded warrants are included in the shares beneficially owned by Viking Reporting Persons or included for computing the percentage ownership of the Viking Reporting Persons.

(2)

Based solely on information contained in a Form 4 filed with the SEC on June 7, 2022, reporting beneficial ownership of 5AM Opportunities I, L.P. (“Opportunities I”), 5AM Opportunities I (GP), LLC (“Opportunities GP”), 5AM Partners V, LLC (“Partners V”), 5AM Ventures V, L.P. (“Ventures V”), Andrew J. Schwab and Scott M. Rocklage (collectively, the “5AM Reporting Persons”) and a Form 4 filed with the SEC on March 9, 2023 reporting beneficial ownership of Partners V, Ventures, Andrew J. Schwab and Scott M. Rocklage. Opportunities I is the beneficial owner of 1,251,755 shares and Ventures V is the beneficial owner of 2,378,969 shares. Opportunities GP may be deemed to have sole voting and dispositive power over the shares held by Opportunities I and Mr. Schwab may be deemed to have shared voting and dispositive power over the shares held by Opportunities I. Partners V may be deemed to have sole voting and dispositive power over the shares held by Ventures V and each of Mr. Schwab and Dr. Rocklage may be deemed to have shared voting and dispositive power over the shares held by Ventures V. Dr. Parmar, a member of our Board of Directors, is a Managing Member at Opportunities GP and Partners V, and may be deemed to have shared voting and dispositive power over all shares held by the 5AM Reporting Persons. The address of each of the 5AM Reporting Persons is 501 2nd Street, Suite 350, San Francisco, California 94107.

(3)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 6, 2023 reporting beneficial ownership of New Leaf Ventures III, L.P. (“NLV-III”), New Leaf Venture Associates III, L.P. (“NLVA-III”), New Leaf Venture Management III, L.L.C. (“NLVM-III”), New Leaf Biopharma Opportunities II, L.P. (“NL BPO-II”), New Leaf BPO Associates II, L.P. (“NL BPOA-II”) and New Leaf BPO Management II, L.L.C. (“NL BPOM-II”), and Mr. Hunt and Vijay Lathi (together with NLV-III, NLVA-III, NKVM-III, NL BPO-II, NL BPOA-II, NL BPOM-II and Mr. Hunt, the “New Leaf Reporting Persons”). Each of NLV-III, NLVA-III and NLVM-III report shared voting and dispositive power over 2,147,757 shares. Each of NL BPO-II, NL BPOA-II and NL BPOM-II report shared voting and dispositive power over 1,153,846 shares. Each of Mr. Hunt and Mr. Lathi report shared voting and dispositive power over 3,301,603 shares. Mr. Hunt, a member of our Board of Directors, is a Managing Director at New Leaf Venture Partners, and may be deemed to have shared voting and dispositive power over all shares held by the New Leaf Reporting Persons. The address of each of NLV-III, NLVA-III, NLVM-III, NL BPO-II, NL BPOA-II, NL BPOM-II, Mr. Hunt and Mr. Lathi is 156 Fifth Avenue, Suite 820, New York, NY 10010.

(4)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 reporting beneficial ownership of FMR LLC and Abigail P. Johnson. FMR LLC reports sole voting power over 3,245,181 shares and sole dispositive power over 3,245,425 shares. Ms. Johnson reports sole dispositive power over 3,245,425 shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(5)

Based solely on information contained in a Schedule 13D/A filed with the SEC on January 18, 2022 reporting beneficial ownership of TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried (collectively, the “TPG Reporting Persons”). The TPG Reporting Persons report shared voting and dispositive power over 3,028,414 shares. The address of each of the TPG Reporting Persons is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(6)

Based solely on information contained in a Schedule 13G filed with the SEC on November 17, 2022 reporting beneficial ownership of Novo Holdings A/S. Novo Holdings A/S report sole voting and dispositive power over 2,296,007 shares. The address of Novo Holdings A/S is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

(7)

Based solely on information contained in a Schedule 13D filed with the SEC on August 12, 2021 reporting beneficial ownership of Nan Fung Group Holdings Limited (“NFGHL”), NF Investment Holdings Limited (“NFIHL”), Nan Fung Life Sciences Holdings Limited (“Nan Fung Life Sciences”), Pivotal bioVenture Partners Fund I, L.P. (“Pivotal”), Pivotal bioVenture Partners Fund I G.P., L.P. (“Pivotal GP”), Pivotal bioVenture

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Partners Fund I U.G.P. Ltd. (the “Ultimate General Partner”), Pivotal Partners Ltd (“Pivotal Partners”), and Pivotal Life Sciences Holdings Limited (“Pivotal Life Sciences,” and together with Pivotal, Pivotal GP, Ultimate General Partner and Pivotal Partners, the “Pivotal Entities”, and together with NFGHL, NFIHL, Nan Fung Life Sciences, Pivotal, Pivotal GP, the Ultimate General Partner and Pivotal Partners, the “Pivotal Reporting Persons”). The Pivotal Reporting Persons report shared voting and dispositive power over 2,271,311 shares. Dr. Hopfner, a member of our Board of Directors, is a General Partner at Pivotal bioVenture Partners, and may be deemed to have shared voting and dispositive power over all shares held by the Pivotal Reporting Persons. The address of each of the Pivotal Entities is 501 Second Street, Suite 200, San Francisco, CA 94107. The address of NFGHL is 23rd Floor, Nan Fung Tower, 88 Connaught Road Central and 173 Des Voeux Road Central, Central, Hong Kong. The address of NFIHL is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(8)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 1, 2023 reporting beneficial ownership of Canaan XI L.P. and Canaan Partners XI LLC (together with Canaan XI L.P., the “Canaan Reporting Persons”). The Canaan Reporting Persons report sole voting and dispositive power over 2,059,712 shares. The address of each of the Canaan Reporting Persons is 2765 Sand Hill Road, Menlo Park, California 94025.

(9)

Consists of (i) 282,609 shares held directly by Dr. Mackay, (ii) 436,517 shares held directly by a limited liability company, of which Dr. Mackay is the managing member and (iii) 106,083 shares issuable to Dr. Mackay upon the exercise of options held directly by Dr. Mackay that are exercisable within 60 days following March 31, 2023. Dr. Mackay has sole voting and dispositive power over such shares, and is deemed to be the beneficial owner of such shares.

(10)

Includes 26,880 shares issuable to Ms. Boudreau upon the exercise of options held directly by Ms. Boudreau that are exercisable within 60 days following March 31, 2023.

(11)

Includes 3,161 shares issuable to Dr. Chung upon the exercise of options held directly by Dr. Chung that are exercisable within 60 days following March 31, 2023.

(12)

Includes 33,122 shares issuable to Dr. Hopfner upon the exercise of options held directly by Dr. Hopfner that are exercisable within 60 days following March 31, 2023. See also Footnote 7.

(13)

Includes 36,822 shares issuable to Mr. Hunt upon the exercise of options held directly by Mr. Hunt that are exercisable within 60 days following March 31, 2023. See also Footnote 3.

(14)

Includes 14,613 shares issuable to Dr. Liu upon the exercise of options held directly by Dr. Liu that are exercisable within 60 days following March 31, 2023.

(15)

Includes 11,200 shares issuable to Ms. Nash upon the exercise of options held directly by Ms. Nash that are exercisable within 60 days following March 31, 2023.

(16)

Includes 36,100 shares issuable to Dr. Parmar upon the exercise of options held directly by Dr. Parmar that are exercisable within 60 days following March 31, 2023. See also Footnote 2.

(17)

Includes 32,249 shares issuable to Ms. Soteropoulos upon the exercise of options held directly by Ms. Soteropoulos that are exercisable within 60 days following March 31, 2023.

(18)

Includes 106,083 shares issuable to Dr. Uden upon the exercise of options held directly by Dr. Uden that are exercisable within 60 days following March 31, 2023.

(19)

Consists of (i) 47,048 held by Mr. Fryer in a Roth IRA (the “Fryer IRA”), (ii) 181,454 held in a revocable trust for which Mr. Fryer is the grantor (the “Fryer Grantor Trust”), (iii) an aggregate of 403,868 shares held in two irrevocable trusts for the benefit of Mr. Fryer’s children (the “Fryer Family Trusts”) and (iv) 75,500 shares issuable to Mr. Fryer upon the exercise of options held directly by Mr. Fryer that are exercisable within 60 days following March 31, 2023. Mr. Fryer shares voting and dispositive power over the shares held in the Fryer IRA and Fryer Grantor Trust. Mr. Fryer disclaims beneficial ownership of the shares held in the Fryer Family Trusts. Mr. Fryer departed the Company on February 15, 2023 and all awards subject to vesting ceased vesting as of such date.

(20)

The beneficial ownership of all directors and executive officers excludes the shares of common stock beneficially owned by Mr. Fryer, who is not an executive officer as of March 31, 2023.

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MANAGEMENT AND CORPORATE GOVERNANCE

BOARD COMPOSITION AND STRUCTURE

Our certificate of incorporation states that the Board of Directors shall consist of not fewer than three and not more than fifteen members, and the precise number of directors shall be fixed by a resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy in the Board of Directors, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office.

Our certificate of incorporation provides that the Board of Directors is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier death, resignation or removal in accordance with the terms of our restated certificate of incorporation and bylaws, our Class II directors who are re-elected at the 2023 Annual Meeting of stockholders will serve until the 2026 annual meeting of stockholders; our Class III directors will serve until the 2024 annual meeting of stockholders; and our Class I directors will serve until the 2025 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by the Board of Directors among the three classes.

It is the Board of Directors’ policy that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stockholders. The Board of Directors believes that the directors should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee the Company’s business, and should contribute to the overall diversity of the Board of Directors. Accordingly, the Board of Directors considers the qualifications of directors and director candidates individually and in the broader context of its overall composition and the Company’s current and future needs.

The Board of Directors is currently comprised of ten members. Below is a list of the names, ages as of April 5, 2023, and classification of the individuals who currently serve as our directors. The information below regarding our Board of Directors includes service on the board of directors of Rallybio Holdings, LLC, the Rallybio parent company until implementation of a corporate reorganization in July 2021 in connection with Rallybio Corporation’s initial public offering.


Name	Age	Director Since	Position and Class
Martin W. Mackay, Ph.D.	66	2018	Chairman (Class I - term will expire 2025); Chief Executive Officer
Kush M. Parmar, M.D., Ph.D.	42	2018	Director (Class I - term will expire 2025)
Paula Soteropoulos	55	2020	Director (Class I - term will expire 2025)
Helen M. Boudreau, M.B.A.	57	2020	Director (Class II)
Lucian Iancovici, M.D.	41	2020	Director (Class II)
Christine A. Nash, M.B.A.	50	2022	Director (Class II)
Wendy K. Chung M.D., Ph.D.	54	2022	Director (Class III - term will expire 2024)
Rob Hopfner, R.Ph., Ph.D., M.B.A.	50	2020	Director (Class III - term will expire 2024)
Ronald M. Hunt, M.B.A.	58	2018	Director (Class III - term will expire 2024)
Hui Liu, Ph.D., M.B.A.	50	2022	Director (Class III - term will expire 2024)

DIRECTOR BIOGRAPHIES

Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director.

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CLASS II DIRECTOR NOMINEES (Standing for election at the Annual Meeting)

Helen M. Boudreau M.B.A., has served as a member of our Board of Directors since September 2020. From June 2018 to June 2019, Ms. Boudreau served as Chief Operating Officer of the Bill & Melinda Gates Medical Research Institute, a non-profit biotech. Previously, she served as Chief Financial Officer from July 2017 to June 2018 and as a board member from February 2016 to July 2017 of Proteostasis Therapeutics, Inc. From October 2014 to June 2017, Ms. Boudreau served as Chief Financial Officer of FORMA Therapeutics, Inc., and from September 2008 to September 2014, Ms. Boudreau served in senior finance roles at Novartis AG, including Chief Financial Officer Novartis Corporation US and Chief Financial Officer Global Oncology. Prior to Novartis, Ms. Boudreau served in roles of increasing responsibility in strategy and finance at Pfizer Inc. ("Pfizer") from April 1999 to September 2008, including Vice President Finance Customer Business Unit and Commercial Operations and Vice President Finance, Pfizer Global Research and Development. Earlier in her career, Ms. Boudreau worked at PepsiCo Inc. and YUM! Brands, Inc., McKinsey & Company and Bank of America Corporation. Ms. Boudreau currently serves as a board member of Premier, Inc., Shattuck Labs Inc. and Reunion Neuroscience Inc. Ms. Boudreau previously served on the board of directors of Evaxion Biotech A/S and Proteostasis Therapeutics, Inc. Ms. Boudreau earned a B.A. in Economics from the University of Maryland, where she graduated summa cum laude, and an M.B.A. from the Darden Graduate School of Business at the University of Virginia. Ms. Boudreau is Directorship CertifiedTM by the National Association of Corporate Directors ("NACD") and earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University Software Engineering Institute and NACD. We believe Ms. Boudreau is qualified to serve on our Board of Directors because of her financial expertise and extensive experience as an executive and director with biotechnology companies.

Lucian Iancovici, M.D., has served as a member of our Board of Directors since May 2020. Dr. Iancovici is currently a Managing Director of TPG Growth, where he has worked since January 2018. From September 2012 to October 2017, Dr. Iancovici served as the head of the Qualcomm Life Fund, a venture fund focused on investing in digital health technologies. From January 2015 to October 2017, Dr. Iancovici was a general partner at dRx Capital, a joint venture investment company launched by Novartis and Qualcomm. From 2011 to 2012, Dr. Iancovici was an associate at McKinsey & Company. Dr. Iancovici is a board certified internal medicine doctor, who trained at Columbia University Medical Center in New York prior to joining McKinsey and Company. Dr. Iancovici earned his bachelor’s degree in economics and an M.D., both from Tufts University. We believe that Dr. Iancovici is qualified to serve on our Board of Directors because of his extensive experience in the venture capital industry, and his medical and scientific background and training.

Christine A. Nash, M.B.A., has served as a member of our Board of Directors since April 2022. Since April 2018, Ms. Nash has been a principal at Chatiemac Consulting, LLC, a firm that provides strategic and commercial planning guidance to biotechnology companies developing medications for rare diseases. From September 2021 until September 2022, Ms. Nash served as Board Chair and senior advisor to the President and CEO of The CM Group, an integrated healthcare agency focused on providing scientific and commercialization strategies and services to life sciences companies, where she also served as a member of the Board of Directors from August 2019 until September 2022. From 2007 to 2015, Ms. Nash held positions of increasing responsibility at Hyperion Therapeutics, Inc., including as Senior Vice President and Chief Commercial Officer since May 2012. Prior to Hyperion, from 2004 to 2007, Ms. Nash held various positions of increasing responsibility within the commercial organization at CoTherix, Inc. Ms. Nash’s previous experience includes business development and product planning and management roles with Genesoft Pharmaceuticals Inc., Oncology Therapeutics Network, Eli Lilly and Company, and Imana, Inc. Ms. Nash holds an M.B.A and a B.A. with Honors in Public Policy, both from Stanford University. We believe that Ms. Nash is qualified to serve on our Board of Directors because of her extensive operational and business experience in the pharmaceutical and biotechnology industries, including executive leadership, and her experience overseeing commercial organizations and product launches.

CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

Class I Directors (Term Expires at 2025 Annual Meeting)

Martin W. Mackay, Ph.D., is a co-founder of, and has been Chief Executive Officer and Chairman of the Board of Directors of Rallybio since 2018. From March 2013 to December 2017, Dr. Mackay served as the Executive Vice President and Global Head of Research & Development at Alexion Pharmaceuticals, Inc. ("Alexion"), and, from July 2010 to January 2013, Dr. Mackay served as the President of Research & Development at AstraZeneca PLC. Prior to

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AstraZeneca, Dr. Mackay worked at Pfizer, Inc. ("Pfizer"), for 15 years where he held positions of increasing responsibility, including president, head of pharmatherapeutics research and development. Dr. Mackay currently serves on the board of directors of Charles River Laboratories International, Inc., and Novo Nordisk A/S. He previously served as a director of 5AM Acquisition Co. from October 2020 until April 2022. Dr. Mackay also serves as a Senior Advisor at New Leaf Ventures. Dr. Mackay earned a BSc First Class in microbiology from Heriot-Watt University and a Ph.D. in molecular genetics from the University of Edinburgh. We believe Dr. Mackay is qualified to serve on our Board of Directors because of his extensive experience serving on other boards and leading research and development organizations at both global pharmaceutical and biotechnology companies provides our Board of Directors with a unique combination of expertise.

Kush M. Parmar, M.D., Ph.D., has served as a member of our Board of Directors since April 2018. Dr. Parmar is currently a Member of 5AM Venture Management, LLC, where he has worked since 2010. Dr. Parmar also serves as Co-Chief Executive Officer and as member of the board of directors of 5:01 Acquisition Corp, positions he has held since its inception in September 2020. Dr. Parmar currently serves as a board member of Akouos, Inc., Entrada Therapeutics, Inc., Ensoma Inc., Homology Medicines, Inc., Syngene International Ltd. and Vor Biopharma Inc., and previously served on the board of directors of Arvinas, Inc., Audentes Therapeutics, Inc. and scPharmaceuticals, Inc. Dr. Parmar earned a B.A. in molecular biology and medieval studies from Princeton University, a Ph.D. in experimental pathology from Harvard University and an M.D. from Harvard Medical School. We believe that Dr. Parmar is qualified to serve on our Board of Directors because of his extensive experience in the venture capital industry, medical and scientific background and training, and service on the board of directors of other public and private biopharmaceutical and biotechnology companies.

Paula Soteropoulos has served as a member of our Board of Directors since October 2020. Ms. Soteropoulos currently serves as the Chairman of Ensoma, a private venture-backed company. She previously served as Chief Executive Officer and President of Akcea Therapeutics, Inc. from January 2015 to September 2019, where she was also a member of the board of directors. Prior to Akcea, Ms. Soteropoulos served as Senior Vice President and General Manager, Cardiometabolic Business and Strategic Alliances at Moderna Therapeutics Inc., and prior to Moderna, she served in various roles of increasing responsibility at Genzyme Corporation, including as Vice President and General Manager, Cardiovascular, Rare Diseases. Ms. Soteropoulos currently serves on the board of directors of uniQure N.V. Ms. Soteropoulos also serves as a Venture Partner with 5AM Venture Management, LLC, and serves on advisory boards of Chiesi USA and Kyowa Kirin North America. Ms. Soteropoulos earned both a B.S. in chemical and biochemical engineering and an M.S. in chemical and biochemical engineering from Tufts University, and holds an executive management certificate from the Darden Graduate School of Business at the University of Virginia. Ms. Soteropoulos serves on the Advisory Board for the Chemical and Biological Engineering Department of Tufts University. We believe Ms. Soteropoulos is qualified to serve on our Board of Directors because of her extensive experience in the biotechnology industry, her executive leadership experience and her service on the board of directors of other public and private biopharmaceutical companies.

Class III Directors (Term Expires at 2024 Annual Meeting)

Wendy Chung, M.D., Ph.D., has served as a member of our Board of Directors since August 2022. Dr. Chung is an American Board of Medical Genetics certified clinical and molecular geneticist and since February 2014, she has led the Precision Medicine Resource in the Irving Institute at Columbia University. Dr. Chung has been on the faculty at Columbia University since 2002, most recently as the Kennedy Family Professor of Pediatrics and Medicine at Columbia University, a position she has held since July 2017. Prior to that, from June 2014 to July 2017, she was an Associate Professor at Columbia University. Dr. Chung received her B.A. in Biochemistry from Cornell University, her M.D. from Cornell University Medical College, and her Ph.D. in Genetics from The Rockefeller University. We believe that Dr. Chung is qualified to serve on our Board of Directors because of her extensive experience in medicine and research, and her service on other boards.

Rob Hopfner, R.Ph., Ph.D., M.B.A., has served as a member of our Board of Directors since March 2020. Since October 2017, Dr. Hopfner has served as a Managing Partner at Pivotal bioVenture Partners LLC, a venture capital firm. Prior to Pivotal, Dr. Hopfner served as a Principal at Bay City Capital LLC, a venture capital firm, from June 2007 to October 2009 and as a Managing Director and Partner from October 2009 to September 2017. Dr. Hopfner currently serves as a board member of Inozyme Pharma, Inc., and on the board of directors of a number of private life sciences companies. Dr. Hopfner previously served on the board of directors of Vaxcyte, Inc. Dr. Hopfner earned a B.Sc. in

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Pharmacy and a Ph.D. in Pharmacology from the University of Saskatchewan and an M.B.A. from the University of Chicago. We believe Dr. Hopfner is qualified to serve on our Board of Directors because of his experience in advising public and private life sciences companies, as well as his research in the pharmaceutical field.

Ronald M. Hunt, M.B.A., has served as a member of our Board of Directors since 2018. Since 2005, Mr. Hunt has served as a Managing Director and Member of New Leaf Venture Partners, L.L.C., a venture capital firm. Previously, Mr. Hunt served at the Sprout Group, a venture capital firm and was a consultant with consulting firms Coopers & Lybrand Consulting and The Health Care Group, Inc. Mr. Hunt worked earlier in his career in various sales and marketing positions at Johnson & Johnson and SmithKline Beecham Pharmaceuticals PLC. Mr. Hunt currently serves as a director of Harpoon Therapeutics, Inc. and Iterum Therapeutics, Ltd., clinical-stage companies, and on the boards of a number of private pharmaceutical and healthcare companies. Mr. Hunt previously served on the board of directors of Neuronetics, Inc. Mr. Hunt earned a B.S. from Cornell University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Hunt is qualified to serve on our Board of Directors because of his investment experience, his experience in the pharmaceutical industry and service on the board of directors of other public and private biopharmaceutical and biotechnology companies.

Hui Liu, Ph.D., M.B.A., has served as a member of our Board of Directors since April 2022. Dr. Liu is currently Chief Business Officer of Merus N.V., a position he has held since December 2015, and has been Head of Merus U.S. since October 2018. At Merus, Dr. Liu is responsible for business development, alliance management, product strategy, finance and Merus operations in the U.S. From 2013 to 2015, Dr. Liu served as Vice President and Global Head, Business Development & Licensing, Oncology, and from 2009 to 2012 as Vice President and Global Head, Business Development & Licensing, Vaccines & Diagnostics, at Novartis AG. Prior to Novartis, Dr. Liu held positions of increasing responsibility in business development at Pfizer from 2004 to 2009 and in the R&D organization at Pfizer and its predecessor company Warner-Lambert from 1997 to 2001. From 2001 to 2004, Dr. Liu was an investment banker at Goldman Sachs and Citigroup. Dr. Liu holds a Ph.D. in molecular biology and an M.B.A. in finance from the University of Michigan and a B.S. in biology from Peking University. We believe that Dr. Liu is qualified to serve on our Board of Directors because of his extensive operational and business experience in the pharmaceutical and biotechnology industries,

including executive leadership, and his transactional experience.

Board Diversity Matrix

We believe it is important that our Board of Directors is composed of individuals reflecting the diversity represented by our employees and our communities. Our Nominating and Corporate Governance Committee has included or taken into account diversity as a priority in its nominations process. The table below describes the diversity of our Board of Directors.

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Board Diversity Matrix as of April 10, 2023

Boudreau

Chung

Hopfner

Hunt

Iancovici

Liu

Mackay

Nash

Parmar

Soteropoulos

Gender Identity

Male

•

•

•

•

•

•

Female

•

•

•

•

Non-Binary

Did Not Disclose Gender

Demographic Background

African American or Black

Alaskan Native or Native American

Asian

•

•

•

Hispanic or Latin

Native Hawaiian or Pacific Islander

White

•

•

•

•

•

•

•

Two or More Races or Ethnicities

•

LGBTQ+

Did Not Disclose Demographic Background

Director Independence

Under the rules of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of its initial public offering. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of the Nasdaq Stock Market, a director will only qualify as “independent” if, in the opinion of that company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined under Nasdaq Stock Market and the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board of Directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our directors, with the exception of Dr. Mackay, is an “independent director” as defined under applicable rules of the Nasdaq Stock Market. In addition, all members of our Audit Committee satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and all members of our Compensation Committee satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and are “non-employee directors” as defined in Section 16b-3 of the Exchange Act, and all members of the Nominating and Corporate Governance Committee are “independent” as defined under the applicable listing standards of Nasdaq. In making such determination, our Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that our Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock

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by each non-employee director. Dr. Mackay is not an independent director under these rules because he is our Chief Executive Officer.

Board Meetings and Attendance

The Board of Directors held 10 meetings during the year ended December 31, 2022. Each of the directors attended at least seventy-five percent (75%) of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the year ended December 31, 2022 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee and excluding any meetings in which a director was an interested party).

While we do not have a formal policy regarding director attendance at the annual meeting of stockholders, we expect our Board members to prepare for, attend and participate in all Board and applicable committee meetings, including by means of remote communication.

Board of Directors Leadership Structure

Dr. Mackay, our Chief Executive Officer, serves as Chair of our Board of Directors. The independent members of our Board of Directors have periodically reviewed our Board of Directors' leadership structure and have determined that the Company and our stockholders are well served with this structure. Dr. Mackay serves on the board of directors of two large companies, and as one of the founders of Rallybio, is well-positioned to understand the Company's strategy, mission, and culture. Our Board of Directors believes that it is in the best interests of the Company for our Board of Directors to make a determination regarding whether or not to separate the roles of any chairperson and the Chief Executive Officer based on the then-current circumstances.

The Board of Directors’ Role in Risk Oversight

The Board of Directors plays an important role in risk oversight at Rallybio through direct decision-making authority with respect to significant matters, as well as through the oversight of management by the Board of Directors and its committees. In particular, the Board of Directors administers its risk oversight function through (1) the review and discussion of regular periodic reports by the Board of Directors and its committees on topics relating to the risks that Rallybio faces, (2) the required approval by the Board of Directors (or a committee of the Board of Directors) of significant transactions and other decisions, (3) the direct oversight of specific areas of Rallybio’s business by the Audit, Compensation and Nominating and Corporate Governance Committees, and (4) regular periodic reports from the auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal control over financial reporting. The Board of Directors also relies on management to bring significant matters impacting Rallybio to the attention of the Board of Directors.

Pursuant to the Audit Committee’s charter, the Audit Committee is responsible for reviewing and discussing with management and Rallybio’s independent registered public accounting firm, Rallybio’s system of its critical accounting practices, and policies relating to risk assessment and management. As part of this process, the Audit Committee discusses Rallybio’s major financial risk exposures and steps that management has taken to monitor and control such exposure. In addition, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding accounting, internal accounting controls, auditing and compliance matters.

Because of the role of the Board of Directors and the Audit Committee in risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to Rallybio’s operations. The Board of Directors acknowledges that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations and believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

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BOARD COMMITTEES

The Board of Directors has a standing Audit, Compensation and Nominating and Corporate Governance Committee. Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is comprised solely of independent directors, and is described more fully below. Each committee operates pursuant to a written charter and each reviews and assesses the adequacy of its charter periodically and submits its charter to the Board for approval. The charters for each committee are all available on our website (www.rallybio.com) under the “Investors” section.

The following table describes which directors currently serve on each of the Board of Directors’ committees.


	Nominating and
	Corporate
	Governance		Compensation		Audit
Name	Committee		Committee		Committee
Martin W. Mackay, Ph.D.
Helen M. Boudreau, M.B.A.(1)					•	(2)
Wendy K. Chung, M.D., Ph.D.	•
Rob Hopfner, R.Ph., Ph.D., M.B.A.	•				•
Ronald M. Hunt, M.B.A.	•				•
Lucian Iancovici, M.D.(1)			•
Hui Liu, Ph.D., M.B.A.					•
Christine A. Nash, M.B.A.(1)			•
Kush M. Parmar, M.D., Ph.D.	•	(2)
Paula Soteropoulos			•	(2)

(1)

Nominated for re-election at the Annual Meeting of stockholders. See Proposal 1.

(2)

Chair of the committee.

Audit Committee

Our Audit Committee is composed of Helen M. Boudreau, M.B.A., Rob Hopfner, R.Ph., Ph.D., M.B.A., Ronald M. Hunt, M.B.A., and Hui Liu, Ph.D., M.B.A., with Ms. Boudreau serving as Chair of the committee. The Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. The Board of Directors has determined that Ms. Boudreau is an “audit committee financial expert” within the meaning of the SEC, regulations and applicable listing standards of Nasdaq. The Audit Committee’s responsibilities include:

•

appointing, approving the compensation of, and evaluating the qualifications, performance and independence of, our independent registered public accounting firm;

•

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•

pre-approving all audit and permitted non-audit services to be performed by our independent registered public accounting firm;

•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including earnings releases;

•

discussing with our independent registered public accounting firm critical audit matters and related disclosures;

•

reviewing and discussing with management and our independent registered public accounting firm any material issues regarding accounting principles and financial statement presentations;

•

reviewing disclosures about any significant deficiencies or material weaknesses in our internal controls, including disclosures in our annual and quarterly reports;

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•

coordinating our Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, code of business conduct and ethics, procedures for complaints and legal and regulatory matters;

•

discussing our risk management policies with management;

•

reviewing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•

meeting independently with our independent registered public accounting firm and management;

•

reviewing and approving any related person transactions, in accordance with Company policy;

•

overseeing our guidelines and policies governing risk assessment and risk management;

•

overseeing the integrity of our information technology systems, process and data;

•

preparing the audit committee report required by SEC rules;

•

reviewing and assessing, at least annually, the adequacy of the Audit Committee’s charter; and

•

performing, at least annually, an evaluation of the performance of the Audit Committee.

During the year ended December 31, 2022, the Audit Committee met 4 times. The report of the Audit Committee is included in this proxy statement under “Audit Committee Report.”

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Wendy Chung, M.D., Ph.D., Rob Hopfner, R.Ph., Ph.D., M.B.A., Kush M. Parmar, M.D., Ph.D. and Ronald M. Hunt, M.B.A., with Dr. Parmar serving as Chair of the committee. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of Nasdaq. The Nominating and Corporate Governance Committee’s responsibilities include:

•

identifying individuals qualified to become members of our Board of Directors consistent with criteria approved by the board and receiving nominations for such qualified individuals;

•

recommending to our Board of Directors the persons to be nominated for election as directors and to each committee of the board;

•

considering and, if appropriate, establishing a policy under which our stockholders may recommend a candidate to the Nominating and Corporate Governance Committee for consideration for nomination as a director;

•

reviewing and recommending committee slates on an annual basis;

•

recommending to our Board of Directors qualified candidates to fill vacancies on our Board of Directors;

•

developing and recommending to our Board of Directors a set of corporate governance principles applicable to us and reviewing the principles on at least an annual basis;

•

reviewing and making recommendations to our board with respect to our board leadership structure and board committee structure;

•

reviewing our policies and program with respect to significant issues of corporate public responsibility;

•

making recommendations to our Board of Directors processes for annual evaluations of the performance of our Board of Directors and committees of our Board of Directors;

•

overseeing the process for annual evaluations of our Board of Directors and committees of our Board of Directors;

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•

reviewing and reporting to our Board of Directors any actual or potential conflicts of interest of members of our Board of Directors;

•

providing new director orientation and continuing education for existing directors on a periodic basis;

•

overseeing plans for director succession;

•

reviewing and assessing, at least annually, the adequacy of the Nominating and Corporate Governance Committee’s charter;

•

reviewing and overseeing the Company’s initiatives regarding environmental, social and governance matters, including related risks and opportunities, and the Company’s public disclosure with respect to such matters; and

•

performing, on an annual basis, an evaluation of the performance of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board of Directors criteria for membership on the Board of Directors. During the year ended December 31, 2022, the Nominating and Corporate Governance Committee met 3 times.

Compensation Committee

Our Compensation Committee is composed of Lucian Iancovici, M.D., Christine A. Nash, M.B.A. and Paula Soteropoulos, with Ms. Soteropoulos serving as Chair of the committee. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined under the applicable listing standards of Nasdaq and meets the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Compensation Committee’s responsibilities include:

•

reviewing our overall management compensation strategy, including base salary, incentive compensation and equity-based grants;

•

reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;

•

recommending to our Board of Directors the compensation of our chief executive officer and other executive officers;

•

reviewing and making recommendations to the Board of Directors with respect to non-employee director compensation;

•

reviewing and administering our cash and equity incentive plans;

•

reviewing, considering and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposing of benchmarking and analysis of compensation for our executive officers and non-employee directors;

•

recommending to our Board of Directors any stock ownership guidelines for our executive officers and non-employee directors;

•

retaining, appointing or obtaining advice of a compensation consultant, legal counsel or other advisor and determining the compensation and independence of such consultant or advisor;

•

preparing, if required, the compensation committee report on executive compensation for inclusion in our annual report on Form 10-K and our annual proxy statement in accordance with SEC proxy and disclosure rules;

•

monitoring our compliance with the requirements of Sarbanes-Oxley relating to loans to directors and officers;

•

overseeing our compliance with applicable SEC rules regarding stockholder approval of certain executive compensation matters;

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•

reviewing and approving all employment contracts and other compensation, severance and change-in-control arrangements for our executive officers;

•

establishing and periodically reviewing policies and procedures with respect to perquisites as they relate to our executive officers;

•

reviewing the risks associated with our compensation policies and practices;

•

overseeing and presenting to our Board of Directors management’s plans for succession to senior management positions based on guidelines developed and recommended by the Compensation Committee to the full Board of Directors;

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reviewing the Company’s strategies, initiatives and programs with respect to the Company’s management of human capital resources, including talent management, employee engagement and diversity and inclusion;

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reviewing and assessing, at least annually, the adequacy of the Compensation Committee’s charter; and

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performing, on an annual basis, an evaluation of the performance of the Compensation Committee.

Pursuant to its charter, the Compensation Committee has the authority to delegate any of its responsibilities to subcommittees and has the authority to delegate to the Chief Executive Officer the determination of compensation to employees other than senior officers under approved compensation programs to the maximum extent permitted by applicable law. During the year ended December 31, 2022, the Compensation Committee met 5 times.

Compensation Consultant

The Compensation Committee has engaged Pearl Meyer, as its independent compensation consultant. Pearl Meyer provides analysis and recommendations to the Compensation Committee regarding:

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trends and emerging topics with respect to executive compensation;

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compensation programs for our executive officers, directors and employees; and

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stock utilization and related metrics.

When requested, Pearl Meyer consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation related matters are discussed without the presence of management. Pearl Meyer reports to the Compensation Committee and not to management, although Pearl Meyer meets with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Pearl Meyer, the Compensation Committee considered the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee has determined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics for our directors, officers and employees, including our Chief Executive Officer and President and our Chief Financial Officer. A copy of our Code of Business Conduct and Ethics may be accessed free of charge by visiting our website at www.rallybio.com and going to the “Governance” tab under the “Investors” section, or by requesting a copy in writing from our Secretary at our New Haven, Connecticut office. We intend

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to post on our website any amendment to, or waiver under, a provision of the Code of Business Conduct and Ethics that applies to our directors and certain of our executive officers within four business days following the date of such amendment or waiver.

Environmental, Social and Governance

We endeavor to develop and continuously execute on a scalable strategy that enables the Company to foster its culture and values, create positive social and environmental outcomes, and enhance our business. The Company’s environmental, social and governance ("ESG") efforts are steered by an internal committee of employees and overseen by the Nominating and Corporate Governance Committee. The Company seeks to integrate ESG considerations into its business in a manner that enhances long-term performance and value for stakeholders.

EXECUTIVE OFFICERS

Below is a list of the names, ages and positions, and a brief account of the business experience of the individuals who serve as our executive officers as of March 31, 2023.


Name	Age	Position
Martin W. Mackay, Ph.D.	66	Chief Executive Officer; Chairman (Class I)
Stephen Uden, M.D.	65	President, Chief Operating Officer and Chief Scientific Officer
Jonathan I. Lieber, M.B.A.	53	Chief Financial Officer and Treasurer
Steven Ryder, M.D.	72	Chief Medical Officer

Jeffrey M. Fryer, CPA, served as Chief Financial Officer of Rallybio from January 2018 until February 1, 2023. Mr. Fryer departed the Company on February 15, 2023.

EXECUTIVE OFFICER BIOGRAPHIES

Martin W. Mackay, Ph.D.’s biography is included under “Director Biographies” above.

Stephen Uden, M.D., is a co-founder of, and has been President, Chief Operating Officer and Chief Scientific Officer of Rallybio since January 2018. Previously, Dr. Uden served as Senior Vice President, Research at Alexion from June 2014 to October 2017. Prior to Alexion, Dr. Uden served in various leadership roles in the research organizations of Novartis (Japan), Wyeth (Japan), Neurogen and Pfizer. Dr. Uden earned a BSc in biochemistry and an M.B., B.S. in medicine from the University of London.

Jonathan I. Lieber M.B.A., has been Chief Financial Officer and Treasurer of Rallybio since February 2023. Previously, Mr. Lieber, served as the Chief Financial Officer of Applied Genetic Technologies Corporation, a publicly-traded clinical-stage biotechnology company, from September 2021 until November 2022. From December 2018 until September 2021, Mr. Lieber was a Managing Director at Danforth Advisors, a firm providing strategic and operational finance and accounting for life science companies. From July 2015 until December 2018, Mr. Lieber served as Chief Financial Officer of Histogenics Corporation, a publicly traded cell therapy company. Mr. Lieber also served as the Chief Financial Officer of Metamark Genetics, Inc., Repligen Corporation, Xcellerex, Inc., and Altus Pharmaceuticals. Mr. Lieber began his career in healthcare as an investment banker at Salomon Brothers / Salomon Smith Barney and SG Cowen. He is a member of the board of directors of Salarius Pharmaceuticals. Mr. Lieber earned a B.S. in business administration and finance from Boston University and an M.B.A. in finance from New York University’s Leonard N. Stern School of Business.

Steven Ryder, M.D., has been Chief Medical Officer of Rallybio since January 2019. Previously, Dr. Ryder served as Chief Development Officer at Alexion from July 2013 to December 2018. From April 2008 to April 2013, Dr. Ryder served as President of Astellas Pharma Global Development at Astellas Inc ("Astellas"). Prior to joining Astellas, Dr. Ryder worked at Pfizer for 21 years where he held positions of increasing responsibility, including head of worldwide clinical development. He has served on the board of directors of Reata Pharmaceuticals, Inc. since July 2022. Dr. Ryder earned an M.D. from the Icahn School of Medicine at Mount Sinai.

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EXECUTIVE AND DIRECTOR COMPENSATION

This section provides an overview of the compensation awarded to, earned by, or paid to our principal executive officer and our next two most highly compensated executive officers listed below in respect of their service to us for the fiscal year ended December 31, 2022. We refer to these individuals as our named executive officers. Our named executive officers are:

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Martin W. Mackay, Ph.D., Chief Executive Officer and Chairman;

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Stephen Uden, M.D., President, Chief Operating Officer and Chief Scientific Officer; and

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Jeffrey M. Fryer, CPA, Former Chief Financial Officer and Treasurer.

In June 2022, the Company announced that Mr. Fryer would depart the Company following the appointment of a successor and a transition period. Mr. Fryer served as Rallybio's Chief Financial Officer until February 1, 2023, upon the appointment of his successor, Jonathan Lieber, M.B.A., on February 1, 2023. Mr. Fryer departed the Company on February 15, 2023.

Summary compensation table

The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2022 and December 31, 2021:


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)		STOCK AWARDS ($)(1)		OPTION AWARDS ($)(2)		NONEQUITY INCENTIVE PLAN COMPENSATION ($)(3)		ALL OTHER COMPENSATION ($)(4)		TOTAL
Martin W. Mackay, Ph.D.	2022		491,150		-		691,108		198,916		17,000		1,398,174
Chief Executive Officer and Chairman	2021		441,212		753,847		1,515,200		167,661		16,500		2,894,420
Stephen Uden, M.D.	2022		491,150		-		691,108		198,916		17,000		1,398,174
President, Chief Operating Officer and Chief Scientific Officer	2021		441,212		753,847		1,515,200		167,661		16,500		2,894,420
Jeffrey M. Fryer, CPA(5)	2022		491,150		-		691,108		198,916		17,000		1,398,174
Former Chief Financial Officer and Treasurer	2021		441,212		753,847		1,515,200		167,661		16,500		2,894,420

(1)

The amounts shown in this column represent the grant date fair value of incentive units granted to Drs. Mackay and Uden and Mr. Fryer in fiscal year 2021, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value the 2021 incentive units for this purpose are set forth in Note 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Company evaluated the liquidation of Rallybio Holdings units and subsequent issuance of common stock awards of Rallybio Corporation in 2021, as a modification under ASC 718, Share Based Payments. Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the modification, the Company considered the fair value, vesting conditions and classification as an equity or liability award before liquidation and replacement, compared to the Company’s common stock received as of the liquidation of Rallybio Holdings to determine whether modification accounting must be applied. As the number of shares of common stock of the Company that the unitholders of Rallybio Holdings received in the liquidation was based on the fair value of those units in Rallybio Holdings immediately prior to the liquidation, unvested units were replaced with restricted common shares with the same vesting terms as the initial awards, and the classification of the awards as equity awards did not change from this action, no incremental stock-based compensation expense resulted from the modification.

(2)

The amounts shown in this column represent the aggregate grant date fair value of options to purchase shares of our common stock granted to our named executive officers in fiscal years 2022 and 2021, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to

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value the options for this purpose are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

(3)

The amounts shown in this column represent annual bonuses earned with respect to fiscal years 2022 and 2021 under our annual bonus program as described below under “Annual Bonuses.”

(4)

The amounts shown in this column for fiscal years 2022 and 2021 reflect SIMPLE IRA matching contributions, described below under “Employee and Retirement Benefits.”

(5)

Mr. Fryer departed the Company on February 15, 2023.

Narrative disclosure to summary compensation table

Overview

The Compensation Committee of our Board of Directors is responsible for determining the compensation of our named executive officers. Drs. Mackay and Uden, and Mr. Fryer are our founders and, since our inception, have received the same levels and types of compensation.

The Compensation Committee has engaged Pearl Meyer & Partners, LLC ("Pearl Meyer"), an independent compensation consulting firm, to assist it in evaluating the Company’s executive and director compensation practices, including program design, identification of an appropriate peer group for compensation comparison purposes and providing pay benchmarking data. The Compensation Committee has assessed the independence of Pearl Meyer from management and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable stock exchange rules, determined that no relationships exist that would create a conflict of interest or that would compromise Pearl Meyer’s independence.

Agreements with our named executive officers

Drs. Mackay and Uden are each party to an amended and restated employment agreement with our operating company subsidiary, Rallybio, LLC, which sets forth the terms and conditions of the named executive officer’s employment with us. During his employment, Mr. Fryer was party to an amended and restated employment agreement with Rallybio, LLC. The material terms of the agreements are described below. The terms “cause,” “good reason” and “change in control” referred to below are defined in the respective named executive officer’s agreement.

Each amended and restated employment agreement provides for an initial annual base salary, subject to review for increase by our Board of Directors or the Compensation Committee. Each amended and restated employment agreement also provides for a target annual bonus as a percentage of annual base salary, with the actual amount of the bonus payable based upon the achievement of performance goals as determined by our Board of Directors or the Compensation Committee. In February 2022, the target annual bonus for each of our named executive officers was increased to 45%.

Annual base salary

Effective January 1, 2022, the annual base salaries of our named executive officers were increased from $470,000 to $491,150. As it was determined that each of the named executive officers, including the founders, would receive the same annual base salary, the Compensation Committee reviewed pay benchmarking data for the Company's peer group and for each position held by our named executive officers. The Compensation Committee recommended, and the Board of Directors approved, the same annual base salary of $491,150 for each of our named executive officers after consideration of such benchmarking data.

Annual bonuses

With respect to fiscal year 2022, each of Drs. Mackay and Uden and Mr. Fryer was eligible to receive an annual bonus. For fiscal year 2022, the target bonus amount for each of Drs. Mackay and Uden and Mr. Fryer was 45% of the named executive officer’s annual base salary. Annual bonuses for fiscal year 2022 for our named executive officers were

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based on the attainment of pre-established corporate objectives as determined by the Compensation Committee and the Board of Directors, including those related to financing the Company's operations, advancing the Company's pipeline and executing on its preclinical and clinical plans, furthering business development to expand the Company's portfolio, building a world-class team and company culture, and scaling operations to align with the Company's long-term plans. Following the end of fiscal year 2022, the Compensation Committee determined that the performance goals for the named executive officers were met at 90% of target and each of Drs. Mackay and Uden and Mr. Fryer earned a bonus of $198,916.

Severance upon termination of employment; change in control; restrictive covenants.

Employment Agreements for Drs. Mackay and Uden. Each of Drs. Mackay and Uden is entitled to severance payments and benefits in connection with certain qualifying terminations of employment under his respective amended and restated employment agreement. If the executive officer’s employment is terminated by us without cause, as a result of our non-extension of the employment term or by him for good reason, he will be entitled to receive (i) any earned and payable, but unpaid, prior year annual bonus (or current year bonus if the termination occurs on the last day of the calendar year), (ii) continued payment of his annual base salary for a period of 12 months following termination and (iii) subject to his timely election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums paid by us on behalf of the executive officer and his eligible dependents for 12 months following termination (or, if earlier, until such time as the executive officer ceases to be eligible for COBRA coverage or obtains health coverage from another employer). If the executive officer’s employment is terminated by reason of his death or disability, he will be entitled to receive (i) any earned and payable, but unpaid, prior year annual bonus (or current year bonus if the termination occurs on the last day of the calendar year) and (ii) continued payment of his annual base salary for a period of six months following termination.

If the executive officer’s employment is terminated by us without cause, as a result of our non-extension of the employment term or by him for good reason, in each case within the 12-month period following a change in control, in lieu of the severance payments and benefits described above, he will be entitled to receive (i) any earned and payable, but unpaid, prior year annual bonus (or current year bonus if the termination occurs on the last day of the calendar year), (ii) an amount equal to 1.5 times the sum of the executive officer’s annual base salary and target annual bonus, payable over 18 months following termination and (iii) subject to his timely election of COBRA coverage, payment of a monthly amount equal to the monthly health premiums paid by us on behalf of the executive officer and his eligible dependents for 18 months following termination (or, if earlier, until such time as the executive officer ceases to be eligible for COBRA coverage or obtains health coverage from another employer). Under their respective amended and restated employment agreements, any outstanding and unvested equity awards, the vesting of which is based only on the passage of time, held by the named executive officer as of a change in control will vest in full upon the consummation of the change in control, subject to the executive officer’s continued employment with us through the date of such Change in Control.

Severance Subject to Release of Claims. Our obligation to provide a named executive officer with severance payments and other benefits under his respective amended and restated employment agreement is conditioned on the executive officer signing a release of claims in favor of us.

Restrictive Covenants. Under their respective amended and restated employment agreements, each of Drs. Mackay and Uden has agreed not to compete with us during his employment and for one year following his termination of employment or solicit our customers, employees, representatives, agents, vendors, joint venturers or licensors during his employment and for one year following his termination of employment. In addition, each named executive officer has agreed to a perpetual non-disparagement covenant. Each of Drs. Mackay and Uden is also party to a Confidential Information and Invention Assignment Agreement under which each executive officer has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.

Release and Separation Agreement with Mr. Fryer. Mr. Fryer, our former Chief Financial Officer and founder, was also party to an amended and restated employment agreement with Rallybio, LLC containing terms consistent with those described above for the other named executive officers, under which he was entitled to severance payments and benefits in connection with certain qualifying terminations of employment and was subject to certain restrictive covenants. In addition, Mr. Fryer was also party to a Confidential Information and Invention Assignment Agreement under which he agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant. In connection with Mr.

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Fryer’s departure on February 15, 2023, Mr. Fryer entered into a confidential release and separation agreement with us, pursuant to which we agreed to accelerate the vesting of 75,000 shares of restricted common stock of the Company as of such date. Under the agreement Mr. Fryer has agreed not to compete with us for one year following his termination of employment or solicit our customers, employees, representatives, agents, vendors, joint venturers or licensors for one year following his termination of employment. In addition, Mr. Fryer has agreed to perpetual confidentiality and non-disparagement covenants.

Employee and retirement benefits

We currently provide broad-based health and welfare benefits that are available to all of our employees, including our named executive officers, including health, life and AD&D, disability, vision and dental insurance. We maintain a SIMPLE IRA retirement plan for our full-time employees for retirement contributions made prior to January 1, 2023. The SIMPLE IRA plan provided that we would make matching employer contributions to the SIMPLE IRA plan equal to up to 3% of eligible compensation contributed to the plan by an eligible employee for the applicable year (subject to Internal Revenue Code (the "Code") limits).

Beginning in January 2023, we maintain a tax-qualified retirement plan ("401(k) Plan"), for our full-time employees, including our named executive officers. The 401(k) Plan provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual limits provided for in the Code. We make matching contributions into the 401(k) Plan on behalf of participants, equal to up to 3% of eligible compensation. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. Our 401(k) Plan is intended to be qualified under Section 401(a) of the Code with our 401(k) Plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to our 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from our 401(k) Plan.

Insider Trading Policy

The Company adopted an insider trading policy in connection with the Company's initial public offering in August 2021. The insider trading policy prohibits our officers, directors, and employees from purchasing or selling the Company's securities while in possession of material, nonpublic information, prohibits any hedging, short sales or pledging transactions with respect to the Company’s securities by directors, officers and all employees, and includes requirements regarding Rule 10b5-1 plans.

Equity compensation

In fiscal year 2022 Drs. Mackay and Uden and Mr. Fryer received an option to purchase 62,000 shares of our common stock under the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan"), which vests in 48 equal installments over four years, generally subject to the named executive officer’s continued employment with us through the applicable vesting date.

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Outstanding equity awards at December 31, 2022

The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2022:


	OPTION AWARDS					STOCK AWARDS
NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#)	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE		NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#)	MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($)(1)
Martin W. Mackay, Ph.D.	56,666	103,334	13.00	7/28/2031	(2)
	12,916	49,084	15.04	2/7/2032	(3)

SEC Form DEF 14A filed by Rallybio Corporation