Lucian Iancovici, M.D.

About Lucian Iancovici, M.D.

Lucian Iancovici is 43 and has served on Rallybio’s board since May 2020. He is a Partner at TPG (formerly noted as Managing Director with TPG/TPG Growth) and a board-certified internal medicine physician with a B.A. in economics and an M.D. from Tufts University; he trained at Columbia University Medical Center. Prior roles include head of the Qualcomm Life Fund, General Partner at dRx Capital (Novartis/Qualcomm JV), and associate at McKinsey & Company. He is currently a Class II director with a term expiring at the 2026 annual meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
TPG / TPG Growth	Partner / Managing Director	Jan 2018–present	Healthcare investing; governance experience via board service
Qualcomm Life Fund	Head of fund	Sep 2012–Oct 2017	Led digital health investments
dRx Capital (Novartis & Qualcomm JV)	General Partner	Jan 2015–Oct 2017	JV investing in digital health
McKinsey & Company	Associate	2011–2012	Strategy advisory
Columbia University Medical Center	Internal Medicine training	Prior to McKinsey	Board-certified internal medicine physician

External Roles

Organization	Role	Public/Private	Notes
Sionna Therapeutics, Inc.	Director	Private	Board member
CeriBell, Inc.	Director	Private	Board member
Ellodi Pharmaceuticals; Sling Therapeutics; Anovo	Director	Private	Additional private boards noted in other filings

Board Governance

Classification and tenure: Class II director; term expires 2026; director since 2020; age 43.
Committee assignments: Compensation Committee member (not Chair); Paula Soteropoulos chairs; Christine Nash also serves.
Independence: Board determined he is independent under Nasdaq and Exchange Act rules; all Compensation Committee members meet Rule 10C-1 criteria.
Attendance: Board held 7 meetings in 2024; all directors met at least 75% attendance; seven of ten directors attended the 2024 annual meeting.

Governance Metric	2023	2024
Board meetings held	10	7
Attendance threshold met (≥75%)	Yes (all directors)	Yes (all directors)
Compensation Committee meetings	5	5
Nominating & Corporate Governance Committee meetings	—	1

Fixed Compensation

Policy: Annual retainer $40,000; committee fees $5,000 (Comp member), $10,000 (Comp chair); Audit $7,500 ($15,000 chair); Nominating $4,000 ($8,000 chair). Lead director $60,000; Chair of Board $65,000. Directors may elect to take the cash retainer in monthly-vesting options.
Director opted to decline compensation for recent years (signal of investor affiliation vs personal pay).

Year (fiscal)	Fees Earned or Paid in Cash ($)	Notes
2022	—	Declined director compensation
2023	—	Declined director compensation
2024	—	Declined director compensation

Performance Compensation

Policy: Initial option grant upon appointment (2024 policy: 33,000 shares); annual option grant (2024 policy: 16,500 shares) with vesting by next AGM or first anniversary; 10-year term; exercise price at grant date close; full vesting on change-of-control. Directors can elect to receive annual cash retainer in options vesting monthly.
Director declined equity grants in 2022–2024; held no stock options at year-end 2024.

Year (fiscal)	Option Awards ($ FV)	Notes
2022	—	Declined equity grants
2023	—	Declined equity grants
2024	—	Declined equity grants; none outstanding

Performance metrics tied to director compensation: Not disclosed (director comp is retainer and options per policy).

Other Directorships & Interlocks

Entity	Nature of Interlock	Detail
TPG	Significant shareholder	TPG affiliated entities beneficially own 3,028,414 shares (7.3% as of Mar 31, 2025); Iancovici is a Partner at TPG. Potential alignment/conflict given sponsor representation on Comp Committee.
Venture-backed shareholders	Board composition includes representatives from 5AM, New Leaf, Pivotal	Affiliations disclosed for other directors; common venture-backed biotech governance profile.

Expertise & Qualifications

Board-certified internal medicine physician; Tufts B.A. (economics) and M.D.; clinical training at Columbia University Medical Center.
Healthcare investing and digital health expertise (TPG, Qualcomm Life Fund, dRx Capital).
Strategic advisory experience (McKinsey).

Equity Ownership

Individual beneficial ownership: No shares reported in 2024 and 2025; less than 1% ownership.
Options exercisable within 60 days: None as of 2024–2025.

Metric	2024 (as of Mar 31, 2024)	2025 (as of Mar 31, 2025)
Shares beneficially owned	—	—
% of outstanding shares	<1%	<1%
Options exercisable within 60 days	0	0

Governance Assessment

Independence and committee role: The board deems Iancovici independent; he serves on the Compensation Committee, which meets Rule 10C-1 independence standards. This supports committee effectiveness from a regulatory standpoint.
Attendance and engagement: Board met 7 times in 2024; all directors met at least the ≥75% attendance threshold—acceptable engagement levels.
Pay and alignment signals: He declined all director cash retainers and equity grants in 2022–2024, indicating no personal pay from RLYB and no individual equity exposure; alignment may be via TPG’s shareholding rather than personal “skin-in-the-game.”
Potential conflicts (monitor): As a TPG partner on the Compensation Committee while TPG holds 7.3% of the company, there is an inherent potential for perceived sponsor influence on compensation and strategy; the board’s independence determination mitigates this risk, but investors should monitor related-party safeguards and committee decisions.
Related-party transactions: Company reports no related-party transactions meeting SEC thresholds since 2021; director affiliations (including TPG/other venture funds) are disclosed, reducing undisclosed-conflict risk.

RED FLAGS to monitor

Sponsor representation on Compensation Committee while affiliated entities are >5% shareholders—watch for decisions benefiting large holders over broader shareholders.
No individual equity ownership or options—could reduce personal economic alignment with minority shareholders (balanced by TPG’s stake).