Hui Liu, Ph.D., M.B.A.
About Hui Liu, Ph.D., M.B.A.
Independent Class III director at Rallybio since April 2022; age 52 as of April 3, 2025. Former Chief Business Officer and Head of U.S. for Merus N.V., with prior senior BD&L roles at Novartis and earlier roles at Pfizer R&D and business development, and investment banking at Goldman Sachs and Citigroup. Education: Ph.D. in molecular biology and M.B.A. in finance (University of Michigan); B.S. in biology (Peking University). The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merus N.V. | Chief Business Officer; Head of Merus U.S. | CBO Dec 2015–Jul 2024; Head of U.S. Oct 2018–Jul 2024 | Executive leadership and U.S. operations oversight |
| Novartis AG | VP & Global Head, BD&L – Oncology; VP & Global Head, BD&L – Vaccines & Diagnostics | 2013–2015 (Oncology); 2009–2012 (V&D) | Led global BD&L for key franchises |
| Pfizer Inc. / Warner-Lambert | R&D (1997–2001); Business Development (2004–2009) | 1997–2001; 2004–2009 | Scientific and deal-making roles |
| Goldman Sachs; Citigroup | Investment Banker | 2001–2004 | Healthcare banking, transactions |
External Roles
| Entity | Role | Status |
|---|---|---|
| Public company boards | — | None disclosed in proxy biography |
| Private/non-profit/academic boards | — | Not disclosed |
Board Governance
- Class III director; term expires at 2027 annual meeting. Director since 2022. Independent under Nasdaq.
- Committees: Audit Committee member (not Chair). Audit met 4 times in 2024.
- Attendance: All directors met ≥75% attendance in 2024; seven of ten attended the 2024 annual meeting.
- Board structure: Independent Lead Director role established (held by Paula Soteropoulos since Dec 2023). Chairman is not independent.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Annual Board retainer (cash) | $40,000 |
| Audit Committee member fee | $7,500 |
| Total cash fees earned | $47,500 |
| Meeting fees | None disclosed |
Notes:
- Director policy allows electing the cash retainer in options; Dr. Liu’s 2024 fees were paid in cash (no election footnote).
Performance Compensation (Equity – 2024 Director Grants)
| Grant Type | Grant Timing | Size/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual stock option | May 2024 | Grant date fair value: $23,981 | Annual director options vest in full on the earlier of first anniversary of grant or next annual meeting, service-based | Standard annual grant size per policy in 2024: 16,500 options; policy increased to 28,500 for 2025 grants |
Performance metrics tied to director equity: None; awards are time-based only (no revenue/TSR metrics).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Liu |
| Committee roles at other public companies | None disclosed |
| Potential interlocks (competitors/suppliers/customers) | None disclosed; Related-party transactions policy overseen by Audit; no such transactions since Jan 1, 2022 |
Expertise & Qualifications
- Transactional and BD leadership in oncology and vaccines; cross-functional experience spanning R&D and business roles (Pfizer, Novartis, Merus).
- Advanced scientific and financial training (Ph.D.; M.B.A.), supporting Audit Committee service.
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 93,966 (represents less than 1%) |
| Basis of beneficial ownership | Includes 93,966 shares issuable upon exercise of options exercisable within 60 days of March 31, 2025 |
| Options outstanding (as of 12/31/2024) | 71,347 options held (aggregate outstanding) |
| Shares pledged | Prohibited by insider trading policy (no hedging, short sales, or pledging by directors) |
Governance Assessment
- Independence and committee service: Independent director with Audit Committee membership, aligning skills in BD/finance/science to financial oversight. No chair role, but committee composition includes an Audit Committee Financial Expert as Chair (Boudreau), indicating robust oversight.
- Engagement: Board and committee activity levels were moderate (Board met 7 times; Audit met 4 times), and all directors achieved at least 75% attendance in 2024—no attendance red flags disclosed.
- Compensation and alignment: 2024 director pay is modest, with a balanced cash retainer ($47,500) and annual options (time-based). Policy changes for 2025 increase annual option size to 28,500—watch dilution and alignment; still time-based, not performance-linked.
- Ownership: Beneficial ownership <1%; options comprise the bulk of exposure; anti-hedging/anti-pledging policy improves alignment quality.
- Conflicts/related-party exposure: No related-party transactions since Jan 1, 2022; oversight processes assigned to Audit and Nominating & Governance for conflicts. Prior employer Merus N.V. not cited in any related transactions.
- Compensation governance: Use of independent consultant (Pearl Meyer) with no conflicts; committee independence confirmed.
RED FLAGS
- None disclosed specific to Dr. Liu. Monitor 2025 director equity grant size increase for potential dilution and whether continued time-based vesting lacks performance linkage.
CONTROLS AND POLICIES
- Insider trading policy prohibits hedging, shorting, and pledging by directors; clawback policy applies to executive officers (not directors). Related-party policy in place; Audit pre-approves related-party transactions.
Committee/Attendance Snapshot
- Committees: Audit Committee member (not Chair).
- Meetings 2024: Board (7); Audit (4); Compensation (5); Nominating & Governance (1).
- Attendance: ≥75% for all directors.
