Stephen Uden, M.D.
About Stephen Uden, M.D.
Stephen Uden, M.D. is Rallybio’s co-founder, President and Chief Executive Officer since August 1, 2023, and a Class II director with a term through the 2026 annual meeting. He is 67 years old (as of April 3, 2025), holds a BSc in biochemistry and an M.B., B.S. in medicine from the University of London, and previously led research organizations at Alexion, Novartis (Japan), Wyeth (Japan), Neurogen, and Pfizer. As CEO, he is not an independent director under Nasdaq rules. Bonus determinations for 2024 tied to pipeline execution (including initiating a Phase 2 for RLYB212), financing, and organizational objectives were paid at 90% of target.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexion Pharmaceuticals | SVP, Research | 2014–2017 | Led research programs; senior leadership at global biotech. |
| Novartis (Japan) | Research leadership roles | — | Leadership in Japanese research org; global pharma experience. |
| Wyeth (Japan) | Research leadership roles | — | Leadership in Japanese research org; global pharma experience. |
| Neurogen | Research leadership roles | — | Biotech R&D leadership. |
| Pfizer | Research leadership roles | — | Senior roles in research; large-cap pharma execution. |
External Roles
No external public-company directorships disclosed for Dr. Uden.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $530,000 | $551,200 |
| Target Bonus (%) | 45% of salary | 50% of salary (raised from 45% in May 2024) |
| Actual Bonus Paid ($) | $166,950 | $248,040 |
| All Other Compensation ($) | $13,200 (401(k) match) | $13,800 (401(k) match) |
Performance Compensation
Annual Bonus Program
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Execute portfolio/pipeline (incl. initiate Phase 2 for RLYB212) | Not disclosed | Corporate goals | Achieved at 90% of target | $248,040 (FY2024) | Annual cash |
| Finance operations | Not disclosed | Corporate goals | Achieved at 90% of target | Included in above | Annual cash |
| Advance preclinical/clinical plans; build culture | Not disclosed | Corporate goals | Achieved at 90% of target | Included in above | Annual cash |
Option Awards (Grant Characteristics)
| Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| 2021-07-28 | 160,000 | $13.00 | 25% at 1-year, then 36 equal monthly installments | 07/28/2031 |
| 2022-02-07 | 62,000 | $15.04 | 48 equal monthly installments | 02/07/2032 |
| 2023-02-06 | 214,000 | $6.50 | 48 equal monthly installments | 02/06/2033 |
| 2024-02-15 | 216,000 | $1.86 | 48 equal monthly installments | 02/15/2034 |
Equity Grant Fair Value (Proxy Summary)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards (Grant-Date Fair Value $) | $1,054,934 | $314,626 |
Equity Ownership & Alignment
| Metric | As of 12/31/2024 | As of 3/31/2025 |
|---|---|---|
| Beneficial Ownership (shares) | — | 1,150,302 |
| % of Shares Outstanding | — | 2.8% (41,612,039 shares outstanding) |
| Options Exercisable (within 60 days) | — | 419,939 |
| Options Exercisable (count) | 323,665 (136,666 + 43,916 + 98,083 + 45,000) | — |
| Options Unexercisable (count) | 328,335 (23,334 + 18,084 + 115,917 + 171,000) | — |
| Unvested Restricted Shares | 5,680 (market value $5,453 at $0.96 close on 12/31/2024) | — |
- Company insider trading policy prohibits hedging, short sales, and pledging of company stock by directors and officers, mitigating alignment risks from collateralization.
Employment Terms
| Term | Provision | Economics/Details |
|---|---|---|
| Agreement type | Second Amended & Restated Employment Agreement (Aug 2023) | CEO appointment effective Aug 1, 2023; initial annual base salary $530,000; target bonus 45% at appointment (later raised to 50% in May 2024 via committee action) |
| Term length | Initial 1-year term; auto-renews unless non-extension notice 60 days prior | Standard rollover provides continuity |
| Non-compete | During employment and 1 year post-termination | Applies to competition and solicitation of stakeholders |
| Severance (no CIC) | Termination without cause, good reason, or non-extension | 12 months base salary; 12 months COBRA premium payments; prior-year (or year-end) bonus if due |
| Severance (with CIC) | If terminated within 12 months post-CIC (double-trigger) | 1.5x salary + target bonus over 18 months; 18 months COBRA premiums; prior-year/year-end bonus if due |
| Equity (CIC) | Time-based equity accelerates on consummation of CIC (single-trigger) | Full vesting of time-based awards at CIC, subject to continued employment through CIC |
| Release requirement | Severance contingent on release of claims | Standard practice |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback for accounting restatements | Recoup erroneously awarded incentive comp |
Board Governance
- Dual role: CEO and Class II director (term expires 2026); not independent under Nasdaq rules given employee status.
- Committee roles: Dr. Uden is not a member of Audit, Compensation, or Nominating & Corporate Governance Committees; all committees are comprised solely of independent directors.
- Board leadership: Chairman is Dr. Mackay (not independent); Lead Director role established Dec 2023 with Paula Soteropoulos serving as Lead Director to preside over independent sessions and act as stockholder contact.
- Board activity: 7 meetings held in 2024; all directors attended at least 75% of meetings/committees served.
- Director compensation: Dr. Uden did not receive director fees; executive compensation covers his service.
Director Compensation (for Dr. Uden as Director)
- No separate director retainer or equity awards for board service in 2024; compensation captured in executive summary tables.
Compensation Structure Analysis
- 2024 shift to higher cash bonus target (raised to 50% of salary mid-year) with payout at 90% of target based on corporate milestones; salary increased to $551,200.
- Option grant fair value decreased in 2024 vs 2023 ($314,626 vs $1,054,934), while maintaining four-year monthly vesting cadence; exercise prices span $1.86–$15.04, with year-end 2024 market price at $0.96.
- Compensation peer benchmarking supported by independent consultant Pearl Meyer; committee determined no conflicts of interest in advisory relationship.
Related Party Transactions and Red Flags
- No related-party transactions above the SEC threshold since January 1, 2022 (excluding compensation); indemnification and D&O insurance in place.
- Company risk disclosures emphasize biotech share price volatility and potential securities litigation; no individual legal proceedings disclosed for Dr. Uden.
- Emerging growth company status (EGC) through potentially 2026, with reduced executive compensation disclosures and exemption from nonbinding say-on-pay vote until EGC transition.
Investment Implications
- Alignment: Prohibition on pledging/hedging reduces misalignment risk; sizable personal stake (≈2.8%) and ongoing monthly vesting support retention and alignment.
- M&A signal: Single-trigger acceleration of time-based equity upon change in control could increase executive realized value in a transaction; cash severance requires termination within 12 months post-CIC (double-trigger), which moderates pure deal-driven incentives.
- Execution-linked pay: 2024 bonus tied to clinical and financing milestones paid at 90% of target, indicating objectives substantially met and compensation aligned with pipeline progress.
- Equity overhang and option structure: Multi-year monthly vesting across four grants creates predictable supply from vesting; mixed strike prices vs $0.96 year-end market price highlight varying in-the-money status, potentially influencing exercise behavior and insider selling pressure if price appreciates.
