Martin W. Mackay, Ph.D.
About Martin W. Mackay, Ph.D.
Co‑founder and non‑independent Chairman of Rallybio; age 68 as of April 3, 2025, and a director since 2018. He served as CEO (Jan 2018–Aug 1, 2023) and then Executive Chairman (Aug 1, 2023–Dec 31, 2024); effective Jan 1, 2025 he transitioned to Chairman with a consulting arrangement. Dr. Mackay previously led global R&D at Alexion (EVP & Global Head R&D), AstraZeneca (President, R&D), and held senior R&D leadership at Pfizer; he holds a BSc (Heriot‑Watt University) and a Ph.D. in molecular genetics (University of Edinburgh). He currently serves on the boards of Charles River Laboratories, Novo Nordisk A/S, and SpringWorks Therapeutics.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rallybio | Chief Executive Officer; Executive Chairman; Chairman | CEO: Jan 2018–Aug 1, 2023; Executive Chairman: Aug 1, 2023–Dec 31, 2024; Chairman: current | Board leadership; co‑founder; chaired the board; transitioned to consulting (2025) |
| Alexion Pharmaceuticals | EVP & Global Head, R&D | Mar 2013–Dec 2017 | Led global R&D |
| AstraZeneca PLC | President, R&D | Jul 2010–Jan 2013 | Led R&D organization |
| Pfizer, Inc. | Various roles incl. President, Head of Pharmatherapeutics R&D | ~1995–2010 | Senior R&D leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles River Laboratories International, Inc. | Director | Current | Not disclosed in proxy |
| Novo Nordisk A/S | Director | Current | Not disclosed in proxy |
| SpringWorks Therapeutics, Inc. | Director | Current | Not disclosed in proxy |
| 5AM Acquisition Co. | Director (prior) | Oct 2020–Apr 2022 | Not disclosed in proxy |
Board Governance
- Status: Non‑independent director (former employee and current consultant). Independent directors comprise all board committees; only Drs. Mackay and Uden are non‑independent.
- Role: Chairman of the Board (Lead Independent Director role established Dec 2023; currently held by Paula Soteropoulos).
- Committee assignments: None; he is not listed on Audit, Compensation, or Nominating & Corporate Governance Committees.
- Board structure: Classified board (Class I/II/III); Dr. Mackay is a Class I director up for election in 2025.
- Attendance: Board met 7 times in 2024; each director attended at least 75% of applicable meetings; 7 of 10 directors attended the 2024 AGM.
Committee Memberships (current)
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | No |
| Compensation | No | No |
| Nominating & Corporate Governance | No | No |
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Base Salary (Executive Chairman) | $551,200 | FY2024 | Increased from $530,000 effective Jan 1, 2024. Role ended Dec 31, 2024. |
| Consulting Fee (Chairman as consultant) | $18,750 per month | Jan 1, 2025–Jan 1, 2026 (extendable; 60‑day terminable by either party) | Time‑based equity outstanding as of Dec 31, 2024 vests in full upon Change in Control, subject to continued service through CoC. |
| Director Cash Fees (policy context) | $65,000 annual chair retainer; standard director $40,000; Lead Director $60,000 (raised to $63,500 for 2025) | Director compensation policy; 2025 policy changes adopted Dec 2024 | Policy levels shown; the proxy states Dr. Mackay did not receive director fees in 2024 while an executive. |
In 2024, Dr. Mackay did not receive director compensation; his 2024 pay is reported as an NEO (Executive Chairman).
Performance Compensation
| Element | Metric/Terms | FY2024 Outcome | Detail |
|---|---|---|---|
| Annual Bonus (NEO) | Target 45% of salary; based on corporate objectives: advance portfolio (incl. initiate Phase 2 for RLYB212), financing, pipeline and preclinical/clinical execution, team/culture | Payout at 90% of target; Paid $223,236 | Target set Feb 2024; payout determined post‑year end against goals. |
| Stock Options (annual grant) | Options to purchase 216,000 shares (granted Feb 15, 2024); 48 equal monthly vesting tranches over 4 years; service‑based | Grant date fair value $314,626 | 2024 equity under 2021 Plan; standard monthly vesting; not timed around MNPI. |
| Outstanding Options (as of 12/31/2024) | Multiple grants: 160,000 @ $13.00 (2011 plan year vesting schedule), 62,000 @ $15.04, 214,000 @ $6.50, 216,000 @ $1.86 | See vesting footnotes; expirations in 2031–2034 | Vesting footnotes specify monthly/annual vesting schedules. |
| Restricted Shares (legacy conversion) | 5,680 restricted shares from pre‑IPO unit conversion; continue original vesting | FMV $0.96 used for table valuation | Legacy award treatment explained in footnotes. |
Change‑in‑control treatment: Under the consulting agreement, time‑based equity outstanding as of Dec 31, 2024 vests in full upon a Change in Control (single‑trigger), subject to continued service through the CoC.
Director Compensation (policy reference)
| Policy Element | Amount | 2025 Update |
|---|---|---|
| Annual Cash Retainer (Director/Chair/Lead) | Director: $40,000; Chair: $65,000; Lead: $60,000 | Lead Director to $63,500 (effective 2025) |
| Committee Fees | Audit: $7,500 (Chair $15,000); Compensation: $5,000 (Chair $10,000→$12,000 in 2025); Nominating: $4,000 (Chair $8,000) | Compensation Committee member fee to $6,000 (2025) |
| Annual Equity (Non‑employee Directors) | Option to purchase 16,500 shares | Increased to 28,500 shares for 2025 |
| Cash‑to‑Option Election | Directors may elect to take annual cash retainer as monthly‑vesting options | Available; some elected in 2024 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Disclosure Status |
|---|---|---|---|
| Charles River Laboratories | Director | Industry adjacency; no related party transactions disclosed | Company reports no related‑party transactions since Jan 1, 2022 (other than compensation). |
| Novo Nordisk A/S | Director | Large-cap biopharma board seat; potential ecosystem overlap | No related‑party transactions disclosed. |
| SpringWorks Therapeutics | Director | Biotech board seat; potential ecosystem overlap | No related‑party transactions disclosed. |
Expertise & Qualifications
- Deep R&D leadership across big pharma and biotech: EVP/Global Head R&D (Alexion), President R&D (AstraZeneca), senior R&D leadership at Pfizer.
- Governance: Experienced public company director (CRL, Novo Nordisk, SpringWorks); Chairman of Rallybio; Lead Director structure in place to balance non‑independent chair.
- Academic credentials: BSc (Heriot‑Watt), Ph.D. (University of Edinburgh) in molecular genetics.
Equity Ownership
| Ownership Item | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 1,157,075 shares | 2.8% | As of March 31, 2025. |
| Breakdown | 282,609 (direct); 436,517 (LLC managed by Mackay); 422,535 (options exercisable within 60 days) | — | Sole voting/dispositive power. |
| Options – Exercisable/Unexercisable (12/31/2024) | 136,666/23,334 @ $13.00; 43,916/18,084 @ $15.04; 98,083/115,917 @ $6.50; 45,000/171,000 @ $1.86 | — | Per outstanding awards table and footnotes. |
| Restricted Shares | 5,680 | — | Legacy conversion; vesting continues per original terms. |
| Hedging/Pledging | Prohibited for directors, officers, employees | — | Insider trading policy bans hedging, short sales, and pledging. |
Governance Assessment
-
Strengths
- Significant industry and R&D leadership; multi‑board experience provides strategic oversight depth.
- Independent committees (Audit, Compensation, Nominating) with chairs and members all independent; Lead Director established to balance a non‑independent chair.
- Board‑level attendance met minimum expectations (≥75%); structured risk oversight and clawback policy aligned with Nasdaq rules.
-
Risks and potential red flags
- Non‑independent Chairman due to consulting relationship; concentration of influence despite Lead Director checks.
- Single‑trigger acceleration of time‑based equity upon Change‑in‑Control under the consulting agreement (not contingent on termination) — permissive vs. double‑trigger market norms.
- Multiple external public boards (CRL, Novo Nordisk, SpringWorks) can create overboarding/time‑commitment or ecosystem interlock perceptions, though the company reports no related‑party transactions.
-
Alignment signals
- Meaningful ownership (2.8% of shares outstanding) provides skin‑in‑the‑game.
- Anti‑hedging/pledging policy supports alignment and risk management.
Related‑party transactions: The company reports none since Jan 1, 2022 (other than compensation arrangements).
2024 NEO Pay Mix (Executive Chairman)
| Component | Amount ($) | Source |
|---|---|---|
| Salary | 551,200 | |
| Nonequity Incentive (Annual Bonus) | 223,236 | |
| Option Awards (Grant‑date FV) | 314,626 | |
| All Other Compensation (401k match, etc.) | 13,800 | |
| Total | 1,102,862 |
Performance Metrics (FY2024 Bonus Framework)
- Portfolio execution, including initiation of Phase 2 trial for RLYB212; financing; pipeline advancement and execution of preclinical/clinical plans; team and culture. Payout determined at 90% of target.
Committee and Meeting Snapshot
| Item | Status |
|---|---|
| Committee memberships | None (Chairman only) |
| Lead Independent Director | Paula Soteropoulos (since Dec 2023) |
| Board meetings in 2024 | 7; each director ≥75% attendance; 7/10 attended 2024 AGM |
Election: Standing for re‑election as a Class I director at the May 13, 2025 Annual Meeting (majority voting standard in uncontested elections).
