Rahul Ballal
AGIOS PHARMACEUTICALSAbout Rahul Ballal
Rahul Ballal, Ph.D. (age 47 as of April 1, 2025) has served on Agios’s board since August 2022. He is the CEO of Mediar Therapeutics (since March 2023) and previously served as President & CEO of Imara, Inc. until its merger with Enliven Therapeutics in February 2023; earlier roles include Chief Business Officer at Northern Biologics, Entrepreneur‑in‑Residence at Versant Ventures, and VP Business Development at Flexion Therapeutics. He holds a Ph.D. in biochemistry and molecular biology (Georgetown), an M.S. in bioinformatics (Johns Hopkins), and a B.A. in biology (Brown) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imara, Inc. (public) | President & CEO | Jun 2018 – Feb 2023 | Led company through merger with Enliven Therapeutics |
| Northern Biologics | Chief Business Officer | May 2016 – Jun 2018 | Business development leadership |
| Versant Ventures | Entrepreneur‑in‑Residence | (prior to 2016) | Venture creation and evaluation |
| Flexion Therapeutics (public) | VP, Business Development | Mar 2011 – May 2016 | Corporate development |
| Novartis Venture Funds | Kauffman Fellowship | Jun 2010 – Jun 2012 | Venture investing fellowship |
| Broad Institute of MIT | Business Development | (overlap with NVF period) | BD activities |
| Redmind LLC | Founder & CEO | pre‑2002; sold Jun 2002 | Built venture‑backed data analytics startup sold to Ikimbo |
External Roles
| Organization | Role | Status | Tenure/Notes |
|---|---|---|---|
| Mediar Therapeutics | Chief Executive Officer; Director | Private | CEO since Mar 2023; board member |
| Enliven Therapeutics | Director | Public | Current director |
| Vaderis Therapeutics AG | Director | Private | Current director |
| InduPro, Inc. | Director | Private | Current director |
| The Park School | Board; Audit & Risk Committee | Non‑profit | Board service disclosed in 2024 proxy |
Board Governance
- Committee assignments: Audit Committee member; Science & Technology Committee member. Audit Committee chair is Jeffrey Capello; Science & Technology Committee chair is David Scadden .
- Independence: Board determined Ballal is independent under Nasdaq Rule 5605(a)(2), and he meets SEC/Nasdaq independence standards for Audit Committee service .
- Attendance: In FY2024, the Board met seven times; each then‑serving director attended at least 75% of aggregate Board and committee meetings. Nine of ten directors attended the 2024 annual meeting .
- Engagement: Audit Committee met eight times in FY2024; Science & Technology Committee met three times in FY2024 .
- Audit Committee report: Ballal is a signatory to the FY2024 Audit Committee Report to the Board .
Board and Committee Meetings (FY2024)
| Body | Meeting Count |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 8 |
| Science & Technology Committee | 3 |
Fixed Compensation
- Agios’s non‑employee director cash fee policy (effective Jan 1, 2025): Board member annual retainer $50,000; chair +$35,000; lead independent director +$30,000; Audit Committee chair $20,000/member $10,000; Compensation & People Committee chair $17,500/member $8,750; Nominating & Corporate Governance chair $10,000/member $5,000; Science & Technology chair $15,000/member $7,500 .
- FY2024 actual fees for Ballal: $67,500 in cash; consistent with Board retainer plus audit and science & technology committee member fees under policy in effect during 2024 .
FY2024 Non‑Employee Director Compensation (Ballal)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 67,500 |
| Option Awards (grant‑date fair value) | 266,287 |
| Stock Awards (RSUs; grant‑date fair value) | 89,994 |
| All Other Compensation | — |
| Total | 423,781 |
Policy Changes (effective Jan 1, 2025)
| Policy Element | 2024 Policy | 2025 Policy |
|---|---|---|
| Annual equity grant value to non‑employee directors | $360,000 | $400,000 |
| Board Chair additional cash | $30,000 | $35,000 |
| Lead Independent Director additional cash | $25,000 | $30,000 |
| Compensation & People Committee chair/member | $15,000 / $7,500 | $17,500 / $8,750 |
Performance Compensation
- Annual equity structure: Directors receive annual equity following each annual meeting (split ~75% options / ~25% RSUs by value); initial board election grants are $630,000, thereafter annual grants at $400,000 under 2025 policy. Options have 10‑year term, exercise price at FMV on grant date; annual director grants vest 100% on first anniversary of grant; initial director RSUs vest one‑third annually .
- FY2024 grants for Ballal: Option to purchase 11,774 shares (vests in full on June 20, 2025); RSUs for 2,120 shares (vests in full on June 20, 2025) .
FY2024 Director Equity Award Details (Ballal)
| Award Type | Shares/Units | Grant‑Date Fair Value ($) | Vesting | Option Term/Exercise Price |
|---|---|---|---|---|
| Stock Options | 11,774 | 266,287 | 100% on Jun 20, 2025 | 10 years; strike = FMV at grant |
| RSUs | 2,120 | 89,994 | 100% on Jun 20, 2025 | N/A |
Performance metrics: Director equity vests based on continued service; no performance metrics are tied to director awards under the stated policy .
Other Directorships & Interlocks
- Current public board: Enliven Therapeutics (director) .
- Private boards: Mediar Therapeutics (CEO/director), Vaderis Therapeutics AG, InduPro, Inc. .
- Non‑profit: The Park School (board; Audit & Risk Committee) .
- Related‑party transactions: Agios disclosed none since January 1, 2024 involving directors, officers, 5% holders or their affiliates .
Expertise & Qualifications
- Scientific/biotech leadership: CEO experience at Mediar and Imara; BD leadership at Flexion; EIR at Versant; venture fellowship at Novartis Venture Funds; BD at Broad Institute .
- Education: Ph.D. (Georgetown), M.S. in bioinformatics (Johns Hopkins), B.A. (Brown) .
- Committee‑relevant experience: Service on Audit Committee and Science & Technology Committee aligns scientific R&D insight with financial oversight; Audit Committee includes two designated financial experts (Capello and Ho) .
Equity Ownership
- Beneficial ownership as of March 31, 2025:
- Common stock owned: 7,992 shares
- Common stock underlying options/other rights acquirable within 60 days: 25,040 shares
- Total beneficial ownership: 33,032 shares; less than 1% of 57,886,781 shares outstanding
- Outstanding awards as of December 31, 2024:
- Stock options outstanding: 48,679 shares
- RSUs outstanding: 4,422 shares
Beneficial Ownership (as of March 31, 2025)
| Item | Shares | % Outstanding |
|---|---|---|
| Shares of Common Stock Owned | 7,992 | <1% |
| Options/Other Rights Acquirable ≤60 days | 25,040 | — |
| Total Beneficial Ownership | 33,032 | <1% of 57,886,781 |
Governance Assessment
- Independence and conflicts: Board affirmatively determined Ballal is independent; there were no related‑party transactions since Jan 1, 2024, mitigating conflict risk .
- Attendance and engagement: Board and committee cadence (7 Board; 8 Audit; 3 S&T) and 75%+ attendance by all then‑serving directors indicate active oversight; Ballal signed the Audit Committee report, evidencing engagement in financial oversight .
- Compensation alignment: For FY2024, equity awards ($356,281 total for options+RSUs) exceeded cash fees ($67,500), indicating equity‑heavy alignment; annual director equity grants vest time‑based (no performance metrics) which is typical for directors, while plan governance features include no repricing, no automatic vesting on change‑in‑control, and a clawback policy for certain officer awards .
- Committee effectiveness: Audit Committee responsibilities include related‑party review, internal control oversight, cyber/data privacy risk discussions, and investment policy review; Science & Technology Committee provides R&D pipeline and technology oversight—roles aligned with Ballal’s scientific and operating background .
RED FLAGS
- None disclosed regarding related‑party transactions, pledging/hedging, or attendance shortfalls for FY2024 .
- Director equity is time‑based rather than performance‑based; while standard for directors, it does not directly tie awards to TSR/operational metrics .