Rahul Ballal
About Rahul D. Ballal, Ph.D.
Independent director nominee for Class II; age 47 as of March 3, 2025; director since June 2018. CEO of Mediar Therapeutics since February 2023; previously President & CEO of the Company until the February 23, 2023 merger. Education: Ph.D. in biochemistry and molecular biology (Georgetown University), M.S. in biotechnology (Johns Hopkins), B.A. in biology (Brown). Current external public board: Agios Pharmaceuticals (since August 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enliven Therapeutics, Inc. (formerly Imara Inc.) | President & Chief Executive Officer | Until Feb 23, 2023 | Led company into merger; board perspective as former CEO |
| Mediar Therapeutics | Chief Executive Officer | Since Feb 2023 | Operating leadership in biotech |
| Northern Biologics Inc. | Chief Business Officer | May 2016–Jun 2018 | Business development leadership |
| Versant Ventures Management LLC | Entrepreneur-in-Residence | May 2016–Jun 2018 | Company formation and investing exposure |
| Flexion Therapeutics, Inc. | Vice President, Business Development | Mar 2011–May 2016 | Transaction execution and BD strategy |
| Novartis Venture Funds | Venture Fellow (Kauffman Fellowship) | Jun 2010–Jun 2012 | Venture investing training |
| Broad Institute (MIT) | Business Development (overlapped) | Sep 2009–Mar 2011 | Academic BD interface |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mediar Therapeutics | Chief Executive Officer | Since Feb 2023 | Private biotech operator role |
| Agios Pharmaceuticals, Inc. | Director | Since Aug 2022 | Public company board seat |
Board Governance
- Board class and nomination: Class II director; term expiring 2025; nominated to serve until 2028.
- Committee assignments: Not listed as a member of the audit, compensation, or nominating & corporate governance committees (no footnote markers next to his name).
- Independence: Board determined six of eight directors are independent; the named independent directors do not include Dr. Ballal → he is not considered independent under Nasdaq rules.
- Attendance: In 2024, the board held four meetings; each director attended at least 75% of board and applicable committee meetings.
- Independent director sessions: Policy to regularly hold separate meeting times for independent directors.
- Committee leadership context: Audit Committee—Bauer (Chair), Derynck, Phillips; held four meetings in 2024. Compensation Committee—Gupta (Chair), Bauer, Heyman; held three meetings in 2024. Nominating & Corporate Governance Committee—Phillips (Chair), Derynck, Kunkel; held three meetings in 2024.
Fixed Compensation
| Metric | 2024 |
|---|---|
| Cash fees earned ($) | $35,000 |
- Policy reference: Non-employee director annual cash retainer was $35,000 in 2024; increased to $40,000 effective January 2025. Committee chair/member fees disclosed in policy; Dr. Ballal is not listed on any committee.
Performance Compensation
| Metric | 2024 |
|---|---|
| Option awards (grant-date fair value, $) | $249,890 |
- Award design: Annual director awards are stock options with grant-date fair value targeted at $250,000 in 2024; vest in full by the earlier of the first anniversary of the annual meeting or the next annual meeting in the following calendar year, subject to continued service. Initial director option awards (for new directors) vest monthly over 36 months.
- Change-in-control treatment: Outstanding director equity awards (Initial/Annual) fully vest immediately prior to a change in control, subject to continued service through that date.
- Performance metrics: No performance-based metrics for director compensation disclosed; awards are time-based stock options.
Other Directorships & Interlocks
| Company | Role | Start | Notes |
|---|---|---|---|
| Agios Pharmaceuticals, Inc. | Director | Aug 2022 | Public biotech board; no ELVN related-party transactions disclosed tied to Dr. Ballal. |
Expertise & Qualifications
- Scientific training with biochemistry/molecular biology Ph.D.; biotechnology M.S.; biology B.A.
- Executive and BD track record across Northern Biologics, Flexion, venture roles (Versant, Novartis Venture Funds), and academic BD (Broad Institute).
- Public company governance experience via Agios board.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Direct Shares | Options Exercisable ≤60 days |
|---|---|---|---|---|
| Rahul D. Ballal, Ph.D. | 176,977 | <1% | 22,341 | 154,636 |
- Hedging/pledging: Company Insider Trading Policy prohibits pledging and hedging of Company securities by directors and related persons. No pledges disclosed for Dr. Ballal.
Governance Assessment
- Independence risk: Not classified as an independent director under Nasdaq rules, which may modestly limit perceived board independence given prior service as Company CEO.
- Committee leverage: No committee assignments or chair roles—limits direct influence on audit, compensation, and nomination processes.
- Engagement: Met minimum attendance threshold (≥75%) in 2024; board and committees demonstrated regular cadence (4/3/3 meetings).
- Pay and alignment: 2024 director pay skewed toward equity (options ~$249.9K vs. cash $35K), supporting alignment; time-based vesting, with full acceleration on change-in-control as per policy.
- Conflicts/related party: Proxy discloses related party transactions (not involving Dr. Ballal); he has a standard indemnification agreement. No loans, family transactions, or business dealings tied to him disclosed.
- Trading controls: Strong prohibitions on hedging/pledging and adoption of clawback policy for officers (note: clawback applies to “officers,” not directors).