Helen M. Boudreau, M.B.A.

About Helen M. Boudreau

Independent Class II director (term expires at the 2026 annual meeting), age 59, serving on the Rallybio board since 2020; Chair of the Audit Committee and designated “audit committee financial expert.” She holds a B.A. in Economics (summa cum laude, University of Maryland) and an M.B.A. from the University of Virginia Darden School; she is NACD Directorship Certified and holds the CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI/NACD). Career spans CFO and senior finance roles at Proteostasis, FORMA Therapeutics, Novartis (CFO Novartis US and CFO Global Oncology), and Pfizer, with earlier roles at PepsiCo/YUM!, McKinsey, and Bank of America; currently Managing Director at Estuary Ventures. Current public boards: Premier, Inc., Shattuck Labs Inc., and Cara Therapeutics, Inc.; prior public boards include Evaxion Biotech A/S, Proteostasis Therapeutics, and Reunion Neuroscience Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
Estuary Ventures LLC	Managing Director	Feb 2020–present	Advisory/board services
Proteostasis Therapeutics, Inc.	Chief Financial Officer	Jul 2017–Jun 2018	Finance leadership
Proteostasis Therapeutics, Inc.	Board Member	Feb 2016–Jul 2017	Director oversight
FORMA Therapeutics, Inc.	Chief Financial Officer	Oct 2014–Jun 2017	Finance leadership
Novartis AG	Senior finance roles incl. CFO Novartis US; CFO Global Oncology	Sep 2008–Sep 2014	Corporate finance leadership
Pfizer Inc.	Strategy and finance roles incl. VP Finance (Customer BU, Commercial Ops; Global R&D)	Apr 1999–Sep 2008	Business/clinical finance
PepsiCo & YUM! Brands; McKinsey & Company; Bank of America	Various earlier roles	Not disclosed	Strategy/finance roles

External Roles

Organization	Role	Tenure	Committees (if disclosed)
Premier, Inc.	Director	Current (start date not disclosed)	Not disclosed
Shattuck Labs Inc.	Director	Current (start date not disclosed)	Not disclosed
Cara Therapeutics, Inc.	Director	Current (start date not disclosed)	Not disclosed
Evaxion Biotech A/S	Director	Prior (dates not disclosed)	Not disclosed
Proteostasis Therapeutics, Inc.	Director	Feb 2016–Jul 2017	Not disclosed
Reunion Neuroscience Inc.	Director	Prior (dates not disclosed)	Not disclosed

Board Governance

Independence: The board determined all directors other than Drs. Mackay and Uden are independent under Nasdaq rules; Ms. Boudreau is independent. Audit, Compensation, and Nominating & Corporate Governance committees are composed solely of independent directors.
Committee assignments: Audit Committee Chair (members: Boudreau, Hopfner, Hunt, Liu); Boudreau is the SEC-designated “audit committee financial expert.”
Meetings/attendance: Board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings. The Audit Committee met 4 times in 2024.
Board structure: Independent Lead Director role (Paula Soteropoulos) established Dec 2023; presides over executive sessions of independent directors.
Class/tenure: Class II director; term ends at the 2026 annual meeting; director since 2020.

Fixed Compensation

Component	Amount	Period	Notes
Annual cash retainer (non-employee director)	$40,000	2024 policy	Paid quarterly, prorated as needed.
Audit Committee chair fee	$15,000	2024 policy	Applies to chair; members receive $7,500.
Total cash fees actually earned (Boudreau)	$55,000	FY2024	Matches $40k base + $15k Audit Chair.
2025 policy changes	n/a	Effective 2025	Lead Director cash fee raised to $63,500; Compensation Committee chair/member fees increased; annual option grant size increased (see below). Audit Committee fee levels unchanged in the disclosure.

Director compensation mix (FY2024, Boudreau): cash ~$55,000 (≈70%) vs. option award fair value $23,981 (≈30%); total $78,981. Mix reflects heavier cash weighting with modest equity at then-prevailing share price.

Performance Compensation

Element	Grant details	Vesting/Terms	Value/Size
Annual non-employee director option (policy)	Annual grant at first board meeting after annual meeting	Vests in full by the earlier of first anniversary of grant or next annual meeting; 10-year term; strike = closing price on grant date; single-trigger full vesting upon change in control.	16,500 options per year (2024 policy)
Initial director option (policy)	Upon initial board appointment/election	Vests in three equal annual installments; same pricing/term; single-trigger change-in-control acceleration.	33,000 options (policy)
FY2024 actual option award (Boudreau)	Granted May 2024	As per annual director policy terms	Grant date fair value: $23,981
2025 policy change (annual grant size)	Applies to 2025 director compensation	Same vesting/terms	Increased to 28,500 options annually

No director PSUs/RSUs or performance metric-based equity are disclosed; awards are time-based options with defined vesting and change-in-control acceleration.

Other Directorships & Interlocks

Current public boards: Premier, Inc.; Shattuck Labs Inc.; Cara Therapeutics, Inc. (roles: Director). Prior public boards: Evaxion Biotech A/S; Proteostasis Therapeutics, Inc.; Reunion Neuroscience Inc. The proxy discloses no related-party transactions or interlocks involving Ms. Boudreau above Item 404 thresholds since January 1, 2022.

Expertise & Qualifications

Financial expertise: Audit Committee Chair; SEC-designated “audit committee financial expert.” Extensive CFO and big pharma finance background (Novartis; Pfizer).
Governance/cyber: NACD Directorship Certified; CERT Certificate in Cybersecurity Oversight.
Education: B.A. Economics (UMD, summa cum laude); M.B.A. (UVA Darden).

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Notes
Helen M. Boudreau, M.B.A.	82,752	<1%	Includes 58,870 options exercisable within 60 days of Mar 31, 2025; no unvested restricted stock reported for non-employee directors at 12/31/2024.

Anti-pledging/hedging: Insider trading policy prohibits hedging, short sales, or pledging by directors, officers, and employees.
Stock ownership guidelines: The Compensation Committee may recommend stock ownership guidelines for executive officers and non-employee directors; specific multiples not disclosed.

Governance Assessment

Positives
- Independent director with deep finance background; serves as Audit Committee Chair and SEC “financial expert,” supporting financial reporting oversight. Audit Committee met 4x in 2024.
- Independence affirmed; board and all committees (other than executive directors) composed entirely of independent directors; Lead Independent Director oversees executive sessions.
- No related-party transactions above Item 404 thresholds since 1/1/2022; anti-hedging/pledging policy enhances alignment.
- Director cash and equity structure transparent; 2025 policy increases annual option grant size, modestly enhancing equity alignment for directors.
Watch items / potential red flags
- Single-trigger full acceleration of director options upon change in control (common but can be viewed as shareholder-unfriendly by some investors).
- Multi-board service (three current public company boards) increases time commitments; no overboarding breach disclosed, but investors often monitor for bandwidth.

Director Compensation (FY2024) – Detail

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)	Total ($)
Helen M. Boudreau, M.B.A.	55,000	23,981	78,981

As of 12/31/2024, Ms. Boudreau held 58,870 option awards; no unvested restricted stock awards reported for non-employee directors.

Committee Structure Snapshot (Current)

Committee	Members	Chair	2024 Meetings
Audit	Boudreau; Hopfner; Hunt; Liu	Helen M. Boudreau	4
Compensation	Iancovici; Nash; Soteropoulos	Paula Soteropoulos	5
Nominating & Corporate Governance	Chung; Hopfner; Hunt; Nash	Christine A. Nash	1

Policy Highlights Relevant to Oversight

Director pay policy: $40,000 annual retainer; Audit Chair $15,000; election to take cash retainer as options permitted; options priced at closing price, 10-year term; annual grant vests by first anniversary/next annual meeting; initial grant vests over three years; single-trigger CIC acceleration.
2025 adjustments: Lead Director cash fee to $63,500; Compensation Committee chair/member fees increased; annual director option grants increased to 28,500 shares.
Compensation advisor independence: Pearl Meyer engaged; committee determined no conflicts; independent under Nasdaq standards.

Attendance & Engagement

Board met 7 times in 2024; each director attended at least 75% of applicable meetings. Seven of ten directors attended the 2024 annual meeting.

Related-Party and Conflicts

The company reports no related-person transactions meeting Item 404 thresholds since January 1, 2022; Audit Committee reviews and approves related-person transactions per policy.