Chris Rallis
FENNEC PHARMACEUTICALSAbout Chris Rallis
Chris A. Rallis, age 71, has served as an independent director of Fennec Pharmaceuticals since August 2011; he is Audit Committee Chair and a designated “audit committee financial expert.” He is an executive-in-residence at Pappas Capital (since January 2008), formerly CEO of ImmunoBiosciences (2006–2007), and President/COO and director of Triangle Pharmaceuticals, which Gilead acquired in 2003 for approximately $465 million; earlier he held senior business development and legal roles at Burroughs Wellcome over 13 years. He holds an A.B. in economics from Harvard College and a J.D. from Duke University and also serves on the board of Lung Cancer Initiative of NC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pappas Capital | Executive-in-residence | Jan 2008–present | Life sciences venture advisory; ongoing industry engagement |
| ImmunoBiosciences, Inc. | President & CEO | Apr 2006–Jun 2007 | Led vaccine technology company operations |
| Triangle Pharmaceuticals, Inc. | President & COO; Director; previously EVP BD & General Counsel | 1995–Jan 2003 (President/COO from Mar 2000) | Led 11 equity financings (~$500M) and Abbott alliance; company sold to Gilead for ~$465M |
| Duke University; Panacos Pharmaceuticals | Consultant | Pre-2006 | BD/strategy consulting in pharma/academia |
| Burroughs Wellcome Co. | VP Strategic Planning & Business Development; legal/business roles | ~13 years | Senior BD/legal management in pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lung Cancer Initiative of NC | Director | Not disclosed | Non-profit board service (Raleigh, NC) |
Board Governance
- Independence: The Board determined Rallis is “independent” under Canadian NI 58-101/Nasdaq rules; four of six current directors are independent.
- Committee roles: Audit Committee Chair; member, Compensation Committee; member, Governance & Nominating Committee.
- Audit Committee expertise and activity: Committee comprised entirely of independent directors; Rallis is “financially literate” and qualifies as an SEC “audit committee financial expert”; Audit Committee met four times in FY2024.
- Executive sessions: The Board devoted portions of ten meetings in 2024 to independent-director sessions; committees also held executive sessions.
- Chairman/leadership: Independent Chairman (Dr. Khalid Islam) separate from CEO; clear position descriptions and risk oversight delineated.
- Attendance (FY2024): Rallis had perfect attendance across Board and committees.
| Director | Board Attendance | Audit Attendance | Compensation Attendance | Governance/Nominating Attendance |
|---|---|---|---|---|
| Chris Rallis | 10/10 | 4/4 | 6/6 | 3/3 |
Fixed Compensation
- Cash retainer structure: Non‑management directors receive $40,000 annual base; Audit Chair receives +$20,000; other committee chairs +$15,000; Chairman receives +$50,000; paid quarterly; no per‑meeting fees.
- FY2024 cash paid to Rallis: $82,500 (no stock awards).
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees paid in cash | $82,500 |
| Stock awards | — |
| Option awards (grant-date fair value, ASC 718) | $65,649 |
| Total | $148,149 |
Performance Compensation
- Annual equity grant (non-executive directors): Options vest immediately upon grant; Rallis received 20,000 options on Aug 15, 2024 at $5.58 exercise price. The Compensation Committee emphasizes options for alignment and retention; no director ownership requirement.
- Director option vesting during 2024: Rallis had 20,000 options vest; value on vesting not disclosed in his row (table shows quantity only).
| Grant Date | Options Granted | Exercise Price (USD) | Vesting | Notes |
|---|---|---|---|---|
| Aug 15, 2024 | 20,000 | $5.58 | Immediate | Standard independent director grant |
Outstanding director options (Dec 31, 2024) and in-the-money value (based on $6.32 close):
| Tranche | Options (#) | Exercise Price (USD) | Expiration | In‑the‑Money Value (USD) |
|---|---|---|---|---|
| 1 | 1,992 | 2.51 | 03/16/2025 | 17,350 |
| 2 | 2,173 | 2.30 | 05/11/2025 | 19,383 |
| 3 | 2,127 | 2.35 | 08/03/2025 | 18,866 |
| 4 | 4,062 | 1.23 | 11/10/2025 | 40,579 |
| 5 | 4,098 | 2.44 | 06/09/2026 | 35,980 |
| 6 | 10,246 | 2.44 | 06/09/2026 | 89,960 |
| 7 | 20,000 | 5.10 | 06/27/2027 | 122,400 |
| 8 | 20,000 | 10.93 | 06/08/2028 | 5,800 |
| 9 | 20,000 | 4.26 | 06/18/2029 | 139,200 |
| 10 | 20,000 | 6.17 | 08/13/2030 | 101,000 |
| 11 | 20,000 | 7.52 | 06/29/2031 | 74,000 |
| 12 | 20,000 | 5.59 | 06/14/2032 | 112,600 |
Note: In-the-money values are computed by the company using the Dec 31, 2024 closing price ($6.32).
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|
| Fennec Pharmaceuticals | Director | Yes | Internal role; independent status confirmed |
| Lung Cancer Initiative of NC | Director | No | No related-party transactions disclosed |
No other public company directorships for Rallis are disclosed; no related-party transactions meeting SEC thresholds in FY2024.
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Chair; SEC “audit committee financial expert” designation; financially literate under applicable rules.
- Capital markets and BD track record: Led 11 equity financings ($500M) at Triangle; major alliance with Abbott; M&A exit to Gilead (~$465M).
- Pharma/biotech operating and legal experience: Senior BD/legal roles at Burroughs Wellcome; CEO experience at ImmunoBiosciences.
- Education: Harvard A.B. (economics); Duke J.D. (law).
- Sector knowledge: Healthcare industry knowledge and experience cited as strengthening Board competencies.
Equity Ownership
Beneficial ownership as of April 7, 2025 (27,597,938 shares outstanding):
| Holder | Common Shares | Options/Warrants Exercisable ≤60 Days | Total Holdings | % of Outstanding |
|---|---|---|---|---|
| Chris A. Rallis | 53,020 | 180,533 | 233,553 | 0.84% |
SEC framework: options exercisable within 60 days are counted for holder’s %; total shares outstanding as of April 7, 2025 were 27,597,938.
Ownership policies and risk controls:
- No director ownership requirement; company states non-executive directors are not required to own a specific amount of shares.
- Insider trading policy restricts short selling and exchange‑traded options; hedging or pledging requires prior written approval from the Compliance Officer due to associated risks.
Governance Assessment
- Strengths: Independent director with perfect FY2024 attendance across Board (10/10), Audit (4/4), Compensation (6/6), and Governance (3/3), signaling strong engagement. Independent Chairman and majority‑independent Board enhance oversight; Rallis brings audit expertise as SEC “financial expert.”
- Alignment: Director pay blends cash and equity; annual option grants vest immediately, intended to recognize time commitment, align with valuation, and aid retention. FY2024 comp for Rallis: $82,500 cash and $65,649 option grant value.
- Risk indicators: No director ownership guideline may weaken long‑term alignment for non‑executive directors. Audit Committee lacks formal pre‑approval policies (though all auditor services were pre‑approved), a modest process deficiency to monitor. Hedging/pledging is constrained but permitted with approval—investors should prefer strict prohibitions to avoid misalignment risk.
- Conflicts: Company discloses no related‑party transactions above SEC thresholds in FY2024; BCBCA and Code of Conduct require disclosure/abstention on interested transactions and disinterested approval processes.
Overall: Rallis’ long tenure, audit chair role, “financial expert” designation, and perfect attendance support board effectiveness; watch for the absence of ownership guidelines and immediate-vesting options as potential alignment concerns, and ensure continued rigor in audit-service pre‑approval practices.