Robert Hopfner, R.Ph., Ph.D., M.B.A.
About Robert Hopfner, R.Ph., Ph.D., M.B.A.
Robert Hopfner is 52 and has served on Rallybio’s board since March 2020. He is an independent Class III director whose current term runs to the 2027 annual meeting. He holds a B.Sc. in Pharmacy and Ph.D. in Pharmacology (University of Saskatchewan) and an M.B.A. (University of Chicago), and is a Managing Partner at Pivotal bioVenture Partners LLC since 2017.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pivotal bioVenture Partners LLC | Managing Partner | Oct 2017–present | Venture leadership in life sciences; board representation on portfolio companies |
| Bay City Capital LLC | Principal; later Managing Director & Partner | Principal Jun 2007–Oct 2009; MD & Partner Oct 2009–Sep 2017 | Led and advised life sciences investments; governance roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inozyme Pharma, Inc. | Director | Current | Not disclosed |
| Vaxcyte, Inc. | Director | Prior | Not disclosed |
| Oculis Holding AG | Director | Prior | Not disclosed |
| Various private life sciences companies | Director | Current | Not disclosed |
Board Governance
- Independence: The board determined all directors except Drs. Mackay and Uden are independent under Nasdaq rules; Hopfner is independent.
- Committee assignments: Member, Nominating & Corporate Governance; Member, Audit. Not a chair.
- Board attendance: The board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings. Audit Committee met 4 times; Nominating & Corporate Governance met 1 time.
- Lead Independent Director: Role established Dec 2023; Paula Soteropoulos serves as Lead Director, presiding over independent director executive sessions.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Standard non-employee director retainer |
| Audit Committee member fee | $7,500 | Member fee (non-chair) |
| Nominating & Corporate Governance member fee | $4,000 | Member fee (non-chair) |
| Total cash/fees earned | $51,500 | As reported for Hopfner |
- Attendance/meeting fees: No per-meeting fees disclosed; compensation delivered via retainers and equity per policy.
- 2025 policy changes (context): Compensation Committee chair and member fees increased; Lead Director cash fee increased. Not directly applicable to Hopfner unless role changes.
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director stock option | May 2024 | 16,500 sh | $23,981 | Vests in full on earlier of first anniversary of grant or next annual meeting | Standard annual grant |
| Director option holdings (as of 12/31/2024) | — | 65,112 options | — | Various | Aggregate outstanding options held by Hopfner |
- Performance metrics: Director equity awards are time-vested; no TSR/revenue/EBITDA/ESG performance conditions disclosed for non-employee directors.
- Retainer in options election: Some directors elected cash retainer in options for 2024; Hopfner is not indicated as electing this.
- Change-in-control: Director initial and annual options vest in full upon a change in control, subject to continued service.
Other Directorships & Interlocks
- Significant shareholder affiliation: Pivotal bioVenture Partners and related entities beneficially own 2,404,644 Rallybio shares (5.8%); Hopfner is a General/Managing Partner and may be deemed to share voting and dispositive power over these shares.
- Potential boardroom network effects: Current director at Inozyme; prior roles at Vaxcyte and Oculis may provide sector intelligence but no disclosed transactional relationships with Rallybio.
Expertise & Qualifications
- Doctoral-level pharmacology training and pharmacy credential; deep venture investing and board oversight experience across life sciences.
- Committee-relevant skills: Audit oversight participation and governance nominations; the Audit Committee’s designated financial expert is Boudreau, indicating diverse skills across the committee.
Equity Ownership
| Ownership Detail (as of 3/31/2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,494,279 |
| Ownership (% of shares outstanding) | 6.0% (41,612,039 shares outstanding) |
| Options exercisable within 60 days (included) | 89,635 |
| Beneficially owned via Pivotal-related entities (shared power) | 2,404,644 |
- Hedging/Pledging: Company insider trading policy prohibits hedging, short sales, or pledging by directors.
- Ownership guidelines: Compensation Committee may recommend stock ownership guidelines for directors; specific thresholds not disclosed.
Governance Assessment
- Board effectiveness: Active committee service (Audit; Nominating & Corporate Governance) and independence support robust oversight. Attendance threshold met; Lead Director structure adds independent oversight discipline.
- Alignment: Material equity ownership (6.0%) aligns interests; however, large stake is via Pivotal entities where Hopfner is a partner, creating a potential conflict channel, particularly given his Audit Committee role. The board explicitly assessed independence considering beneficial ownership and affirmed independence.
- Compensation structure: Director pay is modest and tilted toward time-vested options; no performance-conditioned director equity—neutral for alignment but lacks pay-for-performance signals.
- Conflicts/related party: Company reports no related party transactions above thresholds since Jan 1, 2022; Audit Committee oversees related person transactions per policy.
- RED FLAGS: None disclosed on legal proceedings, option repricing, loans, tax gross-ups, or related-party transactions. Potential red flag is dual role as significant shareholder representative (Pivotal) while serving on Audit and Nominating committees; mitigation is formal independence determination and related-transaction review protocols.
Implications: Hopfner’s deep sector investing experience and significant ownership can enhance strategic oversight; investors should monitor for any transactions involving Pivotal-affiliated entities and ensure the Audit Committee’s conflict review processes remain rigorous.
