Steven Ryder
About Steven Ryder
Steven Ryder, M.D., age 74, is a Class III independent director of MBX Biosciences and chair of the Science and Medicine Committee; he joined the board in January 2024 and brings extensive drug development leadership across Pfizer, Astellas, and Alexion, and currently serves as Chief Medical Officer at Rallybio (Nasdaq: RLYB) . He holds an M.D. from the Icahn School of Medicine at Mount Sinai, with a career focus on clinical development and biopharma R&D leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rallybio (Nasdaq: RLYB) | Chief Medical Officer | Jan 2019–present | Executive role overseeing clinical development |
| Alexion Pharmaceuticals (acquired by AstraZeneca) | Chief Development Officer | Jul 2013–Dec 2018 | Led development portfolio |
| Astellas Pharma Global Development | Founding President | Apr 2008–Apr 2013 | Built and led global development organization |
| Pfizer | Head of Worldwide Clinical Development; various roles over 21 years | Prior to 2008 | Senior clinical leadership across global trials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reata Pharmaceuticals (acquired by Biogen) | Director | Jul 2022–Sep 2023 | Prior public company directorship |
| Levo Therapeutics | Director | Not specified | Private company board role |
Board Governance
- Committee assignments: Chair, Science & Medicine Committee; members include Ryder, Carl Gordon, Edward T. Mathers, and Ora Pescovitz. Committee formed Oct 2024 and met twice in FY2024 .
- Independence: Board determined all directors except CEO P. Kent Hawryluk are independent under Nasdaq and SEC rules; Ryder is independent .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024 (aggregate basis) .
- Board classification and tenure: Class III director with term expiring at the 2027 annual meeting; Ryder has served since Jan 2024 .
- Lead Independent Director: Patrick J. Heron .
- Executive sessions: Independent directors meet in executive session at virtually every board meeting .
Fixed Compensation
| Component | Amount ($) | Period/Detail |
|---|---|---|
| Cash fees (fees earned/paid) | 13,956 | FY2024 (pro-rata under new policy adopted Sep 2024) |
| Additional cash retainers (policy) | Audit Chair: 15,000; Audit member: 7,500; Compensation Chair: 10,000; Compensation member: 5,000; Nominating Chair: 8,000; Nominating member: 4,000; Science & Medicine Chair: 8,000; Science & Medicine member: 4,000; Lead Director: 20,000; Non-Exec Chair: 30,000 | Policy adopted in Sep 2024 (payable quarterly, pro-rated) |
| Board annual cash retainer (policy) | 40,000 | Non-employee directors; adopted Sep 2024 |
Performance Compensation
| Equity Award | Shares | Vesting | Fair Value ($) | Notes |
|---|---|---|---|---|
| 2024 Option Awards (aggregate FV) | — | — | 464,999 | Total grant-date fair value for Ryder in FY2024 |
| Options held at 12/31/2024 | 55,240 | Per award terms | — | Aggregate options subject to award at year-end |
| Director Initial Grant (policy) | 32,000 | 1/3 at 1st anniversary; remainder monthly over next 24 months | — | Granted upon initial board appointment; time-based vesting |
| Director Annual Grant (policy) | 16,000 | Vests in full by next annual meeting or one-year anniversary | — | Granted at each annual meeting; subject to continued service |
| Change-in-control acceleration (policy) | — | Full acceleration of director equity awards upon sale of company | — | Applies to director awards under policy |
Equity awards for directors are time-based; no performance-metric-based director equity is disclosed. Grant-date fair value is computed under ASC 718 and reflects accounting cost, not realized value .
Other Directorships & Interlocks
| Company | Current/Former | Interlock/Conflict Considerations |
|---|---|---|
| Rallybio (Nasdaq: RLYB) – CMO role | Current | Executive role at another biotech; MBX discloses no related-party transactions since Jan 1, 2023 |
| Reata Pharmaceuticals (acquired by Biogen) – Director | Former | No ongoing interlock disclosed |
| Levo Therapeutics – Director | Former/Private | No related-party exposure disclosed |
Expertise & Qualifications
- Education: M.D., Icahn School of Medicine at Mount Sinai .
- Technical expertise: Global clinical development leadership (Pfizer; Astellas; Alexion), regulatory and development execution; current biotech CMO .
- Board qualifications: Drug development and clinical/regulatory oversight expertise, aligned with chairing the Science & Medicine Committee .
Equity Ownership
| Holder | Form of Ownership | Amount | Vested/Exercisable Detail | % Outstanding |
|---|---|---|---|---|
| Steven Ryder, M.D. | Options exercisable within 60 days of 4/11/2025 | 39,277 | Early-exercise stock options immediately exercisable within 60 days | <1% |
| Policy – Hedging/Pledging | — | — | Short sales and derivatives prohibited; puts/calls or economic equivalent derivatives require Audit Committee pre-approval; pledging highlighted as risk in policy discussion | — |
- Shares pledged as collateral: No pledging disclosure for Ryder; company policy highlights margin/pledging risks but does not disclose director pledges; none reported .
- Ownership guidelines: No director stock ownership guideline disclosure provided; not addressed in proxy .
Governance Assessment
- Strengths: Independent status; chairs the Science & Medicine Committee overseeing R&D, regulatory, and clinical activities; attendance at or above 75%; compensation structure primarily equity with time-based vesting, aligning director incentives with long-term value creation .
- Watch items: Concurrent executive role as CMO of Rallybio may present time-allocation or industry-overlap considerations; however, MBX reports no related-party transactions since Jan 1, 2023, and board independence affirmed .
- Compensation mix: FY2024 director pay weighted to equity ($464,999 FV) vs cash ($13,956), typical for emerging growth biotechs; policy includes modest cash retainers for committee chair roles (Science & Medicine Chair $8,000), supporting engagement but limiting cash-heavy pay .
- Say-on-pay context: As an EGC, MBX has not conducted say-on-pay votes; director pay is governed by the Sept 2024 policy .
RED FLAGS
- None disclosed for Ryder regarding related-party transactions, legal proceedings, or hedging/pledging; attendance meets threshold; equity award policies are standard and time-based (no repricing or unusual provisions disclosed) .