Steven Ryder, M.D.
About Steven Ryder, M.D.
Steven Ryder, M.D. (age 74) is Chief Medical Officer (CMO) of Rallybio, serving since January 2019; he holds an M.D. from the Icahn School of Medicine at Mount Sinai . Previously Chief Development Officer at Alexion (2013–2018), President of Astellas Pharma Global Development (2008–2013), and 21 years at Pfizer culminating as head of worldwide clinical development . The proxy and filings do not disclose TSR, revenue growth, or EBITDA growth attributable to his tenure; however, a key 2025 pipeline event was the discontinuation of RLYB212, which has strategic implications for development priorities under his remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexion Pharmaceuticals, Inc. | Chief Development Officer | 2013–2018 | Led development organization; oversight of late-stage programs |
| Astellas Pharma Inc. | President, Global Development | 2008–2013 | Ran global development; portfolio execution |
| Pfizer Inc. | Head, Worldwide Clinical Development (prior positions of increasing responsibility) | 21 years | Built and led large-scale clinical development; enterprise clinical strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MBX Biosciences, Inc. | Director | Since Jan 2024 | Current public company board role |
| Reata Pharmaceuticals, Inc. | Director | Jul 2022–Sep 2023 | Prior public company board role |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $510,796 | $531,227 |
| Target Bonus (% of salary) | Not disclosed | 40% |
| Actual Annual Bonus Paid ($) | $143,023 | $191,242 |
| All Other Compensation ($) | $13,200 (401(k) match) | $13,800 (401(k) match) |
Performance Compensation
| Program/Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Bonus (FY2024) based on corporate objectives: portfolio execution (incl. RLYB212 Phase 2 initiation), financing, pipeline advancement, preclinical/clinical plan execution, team/culture | Not disclosed | 40% of salary | 90% of target | $191,242 | Cash, paid following year-end per program |
The Compensation Committee engaged Pearl Meyer as independent consultant for program design and benchmarking .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 523,001 |
| Ownership % of Shares Outstanding | 1.3% (41,612,039 shares outstanding as of Mar 31, 2025) |
| Options Exercisable within 60 days (subset of above) | 319,395 |
| Unvested Restricted Shares (12/31/2024) | 2,110; market value $2,026 at $0.96/share |
| Shares Pledged as Collateral | None disclosed; company policy prohibits pledging |
| Hedging/Derivatives | Prohibited by insider trading policy |
| Stock Ownership Guidelines | Committee has authority to recommend guidelines; specific executive guidelines not disclosed |
Equity Awards and Vesting Schedules (as of 12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Grant Date | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| Stock Option (160,000 sh) | 136,666 | 23,334 | 13.00 | 7/28/2021 | 7/28/2031 | 25% on 7/28/2022; remaining 75% in 36 equal monthly installments thereafter |
| Stock Option (62,000 sh) | 43,916 | 18,084 | 15.04 | 2/7/2022 | 2/7/2032 | 48 equal monthly installments |
| Stock Option (119,000 sh) | 54,541 | 64,459 | 6.50 | 2/6/2023 | 2/6/2033 | 48 equal monthly installments |
| Stock Option (120,000 sh) | 25,000 | 95,000 | 1.86 | 2/15/2024 | 2/15/2034 | 48 equal monthly installments |
| Restricted Shares (converted from Holdings LLC units) | — | 2,110; $2,026 market value at 12/31/2024 | — | Orig. award: 1/20/2021 (830,000 incentive units) | — | 25% on 1/1/2022; remaining 75% in 36 monthly installments thereafter |
Award governance: Options generally granted annually; committee affirms no timing around material nonpublic information and avoided grants within four business days before or one business day after filings in 2024 .
Employment Terms
- Contract Status: Not party to an employment agreement as of March 31, 2025 per proxy; subsequently entered into an Employment Agreement on June 25, 2025 .
- Term and Renewal: Initial one-year term; auto-renews for successive one-year terms unless either party gives ≥60 days’ notice prior to term end .
- Base Salary and Bonus: Base salary $531,227; target annual cash bonus 40% of base, based on individual and/or company goals .
- Severance (no change-in-control): If terminated by Company without cause, for non-extension by Company, or by Executive for good reason: (i) any earned/unpaid prior-year bonus; (ii) 12 months of base salary continuation; (iii) up to 12 months COBRA premium payments, subject to eligibility .
- Death/Disability: Earned/unpaid bonus and 6 months of base salary .
- Change-in-Control (double-trigger): If termination without cause, non-extension by Company, or resignation for good reason within 12 months post-CIC: (i) earned/unpaid bonus; (ii) 1.5x base salary + target bonus paid over 18 months; (iii) up to 18 months COBRA premiums; (iv) full acceleration of any outstanding unvested time-based equity immediately prior to termination .
- Good Reason: Includes failure to pay base salary when due; involuntary material diminution of duties; change to title without consent; relocation >50 miles, subject to notice and cure periods .
- Clawback: Company maintains Dodd-Frank/Nasdaq-compliant clawback for erroneously-awarded incentive compensation .
- Insider Plans/Trading: No directors or officers entered into or modified Rule 10b5-1 plans in Q3 2025; policy prohibits hedging/short sales/pledging .
Compensation Structure Analysis
- Cash vs Equity Mix: For 2024, salary rose (+4% YoY) and bonus increased (payout at 90% of target), while option grant fair value decreased vs 2023, shifting pay mix modestly toward cash in 2024 relative to a larger 2023 option award .
- At-Risk Pay: Annual bonus tied to corporate milestone execution achieved 90% of target in 2024, maintaining performance linkage; extensive ongoing monthly vesting on multiple option grants supports retention but can create periodic exercisability .
- Governance Signals: Independent consultant (Pearl Meyer) involvement; no opportunistic grant timing; adoption of clawback and strict insider trading policy (no hedging/pledging), supporting shareholder-aligned practices .
Investment Implications
- Retention/Change-in-Control Economics: Double-trigger CIC severance of 1.5x salary+target bonus with full time-based vesting acceleration provides downside protection and could increase executive retention through potential strategic transactions; non-CIC severance is 12 months salary/benefits .
- Insider Supply Dynamics: 319,395 options were exercisable within 60 days of March 31, 2025 and multiple awards vest monthly, creating ongoing potential supply; however, hedging/pledging is prohibited and no new 10b5-1 plans were adopted in Q3 2025, tempering near-term selling signal risk .
- Operational Execution Risk: The April 2025 discontinuation of RLYB212 underscores development risk in the portfolio; subsequent focus on RLYB116 and preclinical assets heightens the importance of CMO-led clinical execution over 2H25 and beyond .
