Paula Soteropoulos
About Paula Soteropoulos
Independent director at Rallybio since October 2020; Lead Director since December 2023. Age 57 (as of April 3, 2025). Former CEO/President of Akcea Therapeutics; senior roles at Moderna and Genzyme. Education: B.S. and M.S. in chemical and biochemical engineering (Tufts), Executive Management Certificate (Darden, UVA). Venture Partner at 5AM Venture Management; Chairman of Ensoma; current public board: Dianthus Therapeutics; prior public board: uniQure N.V. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akcea Therapeutics, Inc. | Chief Executive Officer & President; Director | Jan 2015 – Sep 2019 | Led a public biotech; board service |
| Moderna Therapeutics Inc. | SVP & GM, Cardiometabolic Business and Strategic Alliances | Prior to 2015 | Business leadership, partnerships |
| Genzyme Corporation | Various roles incl. VP & GM, Cardiovascular, Rare Diseases | Prior to Moderna | Commercial leadership across rare diseases |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ensoma (private) | Chairman of the Board; Interim CEO | Chair since Oct 2021; Interim CEO Jan 2023 – May 2024 | Venture-backed gene medicine company |
| 5AM Venture Management, LLC | Venture Partner | Current | Investor affiliation relevant to RLYB ownership landscape |
| Dianthus Therapeutics, Inc. | Director (public company) | Current | Public company directorship |
| uniQure N.V. | Director (public company) | Prior | Prior public board seat |
| Chiesi USA; Kyowa Kirin North America | Advisory Boards | Current | Industry advisory roles |
Board Governance
- Independence: Board determined she is independent under Nasdaq rules; only Mackay and Uden are not independent .
- Lead Director: Serves as Lead Director since December 2023; presides over executive sessions and stockholder contact point .
- Committee Assignments: Chair, Compensation Committee; Member, Compensation Committee. Not on Audit or Nominating/Governance .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; 7 of 10 directors attended the 2024 annual meeting .
- Committee activity 2024: Audit (4 meetings) ; Compensation (5 meetings) ; Nominating/Governance (1 meeting) .
- Compensation Committee process: Uses independent consultant Pearl Meyer; committee determined no conflicts of interest .
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Compensation | Yes | Yes | Oversees exec and director pay, peers, ownership guidelines |
| Audit | No | — | — |
| Nominating & Corporate Governance | No | — | — |
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Mix Details |
|---|---|---|
| 2024 | $70,000 | Lead Director retainer $60,000 + Compensation Chair fee $10,000 (policy) |
| Policy 2024 | Base retainer $40,000; Lead Director $60,000; Comp Chair $10,000; Comp member $5,000 | |
| Policy 2025 (approved Dec 2024) | Lead Director $63,500; Comp Chair $12,000; Comp member $6,000 |
Notes:
- Directors may elect to take the annual cash retainer as options vesting monthly; 2024 election optionality disclosed, though her 2024 fees were paid in cash .
Performance Compensation (Director)
| Element | Grant/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual Stock Options (2024) | 16,500 options (policy) | Annual grants vest fully by next AGM or 1 year; initial grants vest in 3 equal annual installments | None; time-based only |
| Annual Stock Options (2025 policy) | 28,500 options (policy) | As above | None; time-based only |
| Paula’s 2024 Option Award (FV) | $23,981 (grant in May 2024) | Vests per annual policy | None |
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public boards | Dianthus Therapeutics, Inc. |
| Prior public boards | uniQure N.V. |
| Investor interlocks | Venture Partner at 5AM; entities affiliated with 5AM own 8.7% of RLYB; former 5AM appointee (Kush Parmar) served on RLYB board until Oct 31, 2024 |
| Related-party transactions | Company reports no related-party transactions above thresholds since Jan 1, 2022 |
Expertise & Qualifications
- Executive leadership in rare disease and RNA therapeutics (Akcea CEO/President; Moderna SVP & GM) .
- Commercial and alliance leadership across biotech and pharma (Genzyme, Moderna) .
- Engineering background (Tufts B.S./M.S.) and executive management training (Darden) .
- Governance experience as Lead Director at RLYB; Compensation Committee Chair .
Equity Ownership
| Metric | Amount | As Of | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 88,121 | Mar 31, 2025 | Includes 64,239 options exercisable within 60 days |
| Ownership % of SO | <1% | Mar 31, 2025 | Shares outstanding 41,612,039 |
| Stock Options Outstanding (count) | 64,239 | Dec 31, 2024 | Director options held (aggregate count) |
| Hedging/Pledging | Prohibited for directors under insider trading policy | Policy | Alignment-positive |
| Clawback | Company maintains Dodd-Frank/Nasdaq-compliant clawback policy | Policy | Applicable to executives (note) |
Insider Trades (Form 4)
| Transaction Date | Type | Security/Action | Quantity | Price | Post-Transaction Ownership | Source (SEC) |
|---|---|---|---|---|---|---|
| 2025-05-13 (filed 2025-05-15) | Award (Director options) | Option (Right to Buy) Granted | 28,500 | $0.30 | 28,500 | https://www.sec.gov/Archives/edgar/data/1739410/000173941025000082/0001739410-25-000082-index.htm |
| 2024-05-15 (filed 2024-05-17) | Award (Director options) | Option (Right to Buy) Granted | 16,500 | $1.91 | 16,500 | https://www.sec.gov/Archives/edgar/data/1739410/000173941024000090/0001739410-24-000090-index.htm |
| 2023-05-17 (filed 2023-05-19) | Award (Director options) | Option (Right to Buy) Granted | 15,490 | $5.64 | 15,490 | https://www.sec.gov/Archives/edgar/data/1739410/000089924323013402/0000899243-23-013402-index.htm |
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash (USD) | Option Awards (FV, USD) | Total (USD) |
|---|---|---|---|
| 2024 | $70,000 | $23,981 | $93,981 |
Director compensation policy summary:
- 2024: Annual cash fee $40,000 (Lead Director $60,000); committee member fees (Audit $7,500; Comp $5,000; N&G $4,000); chair premiums (Audit $15,000; Comp $10,000; N&G $8,000); annual option grant 16,500 shares; elections allowed to take retainer in options .
- 2025: Lead Director fee increased to $63,500; Comp Chair to $12,000; Comp member to $6,000; annual option grant increased to 28,500 shares .
Board Governance — Additional Disclosures
- Independence conclusion considered beneficial ownership and relationships; Paula deemed independent despite venture affiliation .
- Risk oversight framework described; Audit oversees cybersecurity and financial risk; Compensation oversees human capital and succession; N&G oversees ESG and governance policies .
Governance Assessment
-
Strengths:
- Independent Lead Director with defined responsibilities enhances board checks and investor access .
- Compensation Committee chaired by an experienced former public-company CEO; uses independent consultant with no conflicts identified .
- No related-party transactions disclosed since 2022; hedging/pledging prohibited; clawback policy in place .
-
Alignment:
- Demonstrable equity participation via annual option grants; beneficial ownership includes vested options; director equity awards vest time-based and accelerate on change-in-control per policy, aligning with shareholders in strategic events .
-
Attendance/Engagement:
- Meets ≥75% attendance threshold; active committee cadence (Comp met 5x in 2024) supports engagement .
RED FLAGS / WATCH ITEMS
- Investor interlock: As a Venture Partner with 5AM, and with 5AM-affiliated entities holding ~8.7% of RLYB, maintain vigilance on recusal and conflict management, especially around capital raises, BD, and compensation peer group selection. Board nonetheless determined independence and disclosed no related-party transactions .
- Option-heavy director comp may be viewed as higher risk-taking incentive; however, time-based vesting and prohibition on hedging/pledging mitigate misalignment concerns .
Citations:
- Director biography, roles, and education: .
- Board composition, age, tenure, independence, attendance, Lead Director role: .
- Committee memberships and chair roles: .
- Director compensation amounts and policy: .
- Beneficial ownership and option holdings: .
- Related-party transactions: .
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