Jonathan I. Lieber, M.B.A.
About Jonathan I. Lieber, M.B.A.
Jonathan I. Lieber, 55, is Chief Financial Officer and Treasurer of Rallybio, appointed February 1, 2023, and serves as principal financial officer . He holds a B.S. in business administration and finance (Boston University) and an M.B.A. in finance (NYU Stern) . Annual bonus performance was assessed at 90% of target for 2024 and 70% for 2023 based on corporate objectives (pipeline execution including RLYB212 Phase 2 initiation, financing, and team/culture) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applied Genetic Technologies Corporation (AGTC) | Chief Financial Officer | Sep 2021–Nov 2022 | Led capital raising; oversaw finance, HR, IR, IT, PMO at a public gene therapy company |
| Danforth Advisors | Managing Director | Dec 2018–Sep 2021 | Provided strategic and operational finance to life science companies |
| Histogenics Corporation | Chief Financial Officer | Jul 2015–Dec 2018 | Public cell therapy company CFO |
| Metamark Genetics, Repligen, Xcellerex, Altus Pharmaceuticals | Chief Financial Officer | Not disclosed | CFO roles at multiple life sciences firms (dates not provided) |
| Salomon Brothers / Salomon Smith Barney; SG Cowen | Investment Banker | Not disclosed | Healthcare investment banking experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX) | Director | Since Jun 2020 | Serves on Audit and Nominating & Corporate Governance Committees |
| Zola Pharmaceuticals (private) | Director | Since Feb 2024 | Board member |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary rate ($) | $460,000 (initial rate approved Feb 2023) | $478,400 (effective Jan 1, 2024) |
| Salary paid ($) | $422,667 (pro-rated) | $478,400 |
| Target bonus (%) | 40% of base salary | 40% of base salary |
| Actual bonus paid ($) | $118,067 | $172,224 |
| Option awards grant-date fair value ($) | $1,245,096 | $174,792 |
| All other compensation ($) | $13,200 (2024 proxy reported $26,400 for 2023 ) | $13,800 |
| Total compensation ($) | $1,899,030 | $839,216 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate objectives: pipeline execution (incl. RLYB212 Phase 2 initiation) | Not disclosed | Not disclosed | Achieved 90% of target (FY 2024) | $172,224 (FY 2024) | Cash bonus; paid after year-end |
| Corporate objectives: financing operations | Not disclosed | Not disclosed | Included in 90% (FY 2024) | Included above | Cash bonus |
| Corporate objectives: pipeline advancement & execution of preclinical/clinical plans | Not disclosed | Not disclosed | Achieved 70% of target (FY 2023) | $118,067 (FY 2023; prorated from Feb 1 start) | Cash bonus |
| Corporate objectives: build team & company culture | Not disclosed | Not disclosed | Included in year assessments (70% in 2023; 90% in 2024) | Included above | Cash bonus |
Equity Ownership & Alignment
| Item | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 87,500 | 197,987 |
| Shares outstanding (reference) | 37,811,970 | 41,612,039 |
| Ownership as % of shares outstanding | 0.23% (87,500 ÷ 37,811,970) | 0.48% (197,987 ÷ 41,612,039) |
| Options exercisable within 60 days | 82,500 | 183,750 |
| Shares pledged as collateral | Prohibited by insider trading policy (no hedging, short sales, or pledging) | |
| Stock ownership guidelines | Compensation Committee may recommend guidelines; specific executive requirements not disclosed |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Exercisable | Unexercisable | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock option (grant date Feb 1, 2023; 240,000 shares total) | 110,000 | 130,000 | $6.81 | 2/1/2033 | 25% on 2/1/2024; remaining 75% in 36 equal monthly installments thereafter (footnote 7) |
| Stock option (grant date Feb 15, 2024; 120,000 shares total) | 25,000 | 95,000 | $1.86 | 2/15/2034 | 48 equal monthly installments starting grant date (footnote 8) |
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Appointed CFO and Treasurer effective Feb 1, 2023 |
| Contract term and renewal | Initial one-year term; auto-renews for successive one-year terms unless either party gives ≥60 days’ non-extension notice |
| Target annual bonus | Up to 40% of base salary; based on individual and/or company goals set by Board/Comp Committee |
| Severance (without cause / good reason / non-extension) | 12 months base salary; prior-year bonus (or current-year if termination on last day of calendar year); up to 12 months COBRA premium payments |
| Severance (death or disability) | 6 months base salary; prior-year bonus (or current-year if termination on last day of calendar year) |
| Change-in-control (double trigger) | 1.5× (base salary + target bonus) paid over 18 months; up to 18 months COBRA premiums; full vesting of time-based unvested equity immediately prior to termination |
| Non-compete / Non-solicit | 1-year non-compete and 1-year non-solicit post-termination; perpetual non-disparagement; perpetual confidentiality; IP assignment |
| Clawback | Company must recoup erroneously-awarded incentive compensation upon required accounting restatement under SEC/Nasdaq rules |
| Insider trading policy | Prohibits trading on MNPI; hedging; short sales; and pledging; includes Rule 10b5-1 requirements |
Investment Implications
- Pay-for-performance alignment: Bonuses tied to operational and financing milestones; payout at 90% in 2024 (near full achievement) and 70% in 2023 (partial achievement) indicates performance sensitivity rather than guaranteed payouts .
- Ownership and option leverage: Beneficial ownership ~0.48% in 2025 with substantial time-based options at low strikes ($1.86 and $6.81) vesting monthly, creating regular potential liquidity events; hedging/pledging is prohibited, reducing misalignment risks .
- Retention and change-of-control economics: Standard biotech severance (12 months) and 1.5× CIC cash multiple plus COBRA with acceleration of time-based equity on CIC termination support retention while capping parachute risk for a CFO role .
- Trading signals: Form 4 data would illuminate sell/buy patterns and potential selling pressure around monthly vesting; an attempt to fetch insider transactions via the insider-trades skill failed due to an authorization error (we searched 2023-01-01 to 2025-11-19 for “Jonathan”)—monitor future filings for updated signals.
