Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On January 31, 2023, the Board of Directors (the Board) of Rallybio Corporation
(Rallybio) appointed Jonathan I. Lieber as Chief Financial Officer and
Treasurer, effective February 1, 2023. In this role, Mr. Lieber will also serve
as Rallybio's principal financial officer, effective February 1, 2023.
Prior to joining Rallybio, Mr. Lieber, age 53, most recently served as the Chief
Financial Officer of Applied Genetic Technologies Corporation from September
2021 until November 2022, a biotechnology gene therapy company focused on rare
diseases, which was publicly traded until acquired in November 2022, where he
led all capital raising activities and was responsible for accounting and
finance, human resources, investor relations, information technology and project
management. From December 2018 until September 2021, Mr. Lieber was a Managing
Director at Danforth Advisors, a private equity-backed firm, where he provided
financial, accounting and strategic advice to diverse public and private
healthcare companies. From July 2015 until December 2018, Mr. Lieber served as
Chief Financial Officer of Histogenics Corporation, a publicly traded cell
therapy company. Mr. Lieber also served as the Chief Financial Officer of
Metamark Genetics, Inc., Repligen Corporation, Xcellerex, Inc., and Altus
Pharmaceuticals. Mr. Lieber began his career in healthcare as an investment
banker at Salomon Brothers / Salomon Smith Barney and SG Cowen. He is a member
of the board of directors of Salarius Pharmaceuticals (SLRX) and serves on its
Audit and Nominating and Corporate Governance Committees. Mr. Lieber earned his
B.S. in business administration and finance from Boston University and an M.B.A.
in finance from New York University's Leonard N. Stern School of Business.
In connection with his appointment as Chief Financial Officer, Mr. Lieber and
Rallybio entered into an Employment Agreement (the Employment Agreement),
pursuant to which Mr. Lieber will receive an initial annual base salary of
$460,000 per year. In addition, Mr. Lieber will receive a sign-on bonus of
$100,000. Under the terms of the Employment Agreement, Mr. Lieber will be
eligible to receive an annual target bonus of up to 40% of his base salary based
on achievement of individual and/or company annual performance goals, as set by
the Board or the Compensation Committee of the Board. Mr. Lieber will serve for
an initial one-year term, which term will automatically extend for successive
one-year terms unless either Rallybio or Mr. Lieber elects to not extend the
term by giving the other party at least 60 days' notice prior to the end of the
current term.
In connection with his appointment, Mr. Lieber will be granted an option to
purchase 240,000 shares of Rallybio's common stock at an exercise price equal to
the closing price of Rallybio's common stock on the date of grant. The stock
option is subject to the terms of Rallybio's 2021 Equity Incentive Plan and
execution of Rallybio's form of stock option agreement. The stock option will
vest with respect to 25% of the shares subject to the award on the first
anniversary of the grant date, and in equal monthly installments thereafter
until fully vested on the fourth anniversary of the grant date, subject to Mr.
Lieber's continued service through each such vesting date.
Pursuant to the Employment Agreement, Mr. Lieber is entitled to severance
payments and benefits in connection with certain qualifying terminations of
employment. If Mr. Lieber's employment is terminated by Rallybio without cause,
as a result of Rallybio's non-extension of the employment term or by Mr. Lieber
for good reason, as defined in the Employment Agreement, he will be entitled to
receive (i) any earned and payable, but unpaid, annual bonus for a calendar year
ending on or preceding the date of termination, (ii) continued payment of his
annual base salary for a period of 12 months following termination and (iii)
subject to his timely election of COBRA coverage, payment of a monthly amount
equal to the monthly health premiums paid by Rallybio on behalf of Mr. Lieber
and his eligible dependents for 12 months following termination (or, if earlier,
until such time as Mr. Lieber ceases to be eligible for COBRA coverage or
obtains health coverage from another employer). If Mr. Lieber's employment is
terminated by reason of his death or disability, he will be entitled to receive
(i) any earned and payable, but unpaid, prior year annual bonus (or current year
bonus if the termination occurs on the last day of the calendar year) and (ii)
continued payment of his annual base salary for a period of six months following
termination.
If Mr. Lieber's employment is terminated by Rallybio without cause, as a result
of Rallybio's non-extension of the employment term or by Mr. Lieber for good
reason, as defined in the Employment Agreement, in each case within the 12-month
period following a change in control, in lieu of the severance payments and
benefits described above, he will be entitled to receive (i) any earned and
payable, but unpaid, prior year annual bonus (or current year bonus if the
termination occurs on the last day of the calendar year), (ii) an amount equal
to 1.5 times the sum of his annual base salary and target annual bonus, payable
over 18 months following termination and (iii) subject to his timely election of
COBRA coverage, payment of a monthly amount equal to the monthly health premiums
paid by Rallybio on his behalf and his eligible dependents for 18 months
following termination (or, if earlier, until such time as the executive officer
ceases to be eligible for COBRA coverage or obtains health coverage from another
employer). In addition, any outstanding and unvested equity awards, the vesting
of which is based only on the passage of time, held by Mr. Lieber as of the date
of termination shall vest in full immediately prior to such termination of
employment.
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Rallybio's obligation to provide severance payments and other benefits under the
Employment Agreement is conditioned on Mr. Lieber signing a release of claims in
favor of Rallybio. Under the Employment Agreement, Mr. Lieber has agreed that
during his employment and for one year following his termination of employment
he will not compete with Rallybio or solicit its customers, employees,
representatives, agents, vendors, joint venturers or licensors.
In connection with Mr. Lieber's appointment as CFO, he will enter into
Rallybio's standard form of indemnification agreement with its directors and
officers, a copy of which was filed as Exhibit 10.7 to Amendment No. 1 to
Rallybio's Registration Statement on Form S-1 filed with the SEC on July 22,
2021.
There are no arrangements or understandings between Mr. Lieber and any other
person pursuant to which he was appointed as an executive officer. Mr. Lieber
does not have a direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the complete text
of the Employment Agreement, a copy of which Rallybio expects to file with its
Annual Report on Form 10-K for the fiscal year ending December 31, 2022.
Departure of Jeffrey M. Fryer
Mr. Lieber succeeds Jeffrey M. Fryer, CPA, Rallybio's Co-Founder and CFO.
Rallybio announced Mr. Fryer's departure in June 2022. Following a transition
period with Mr. Lieber, Mr. Fryer will depart the company on February 15, 2023.
In connection with Mr. Fryer's departure, Mr. Fryer entered into a release and
separation agreement (the Fryer Agreement) with Rallybio, pursuant to which
Rallybio agreed to accelerate the vesting of 75,000 shares of restricted common
stock of the Corporation, effective upon the effective date of the Fryer
Agreement. The agreement also includes provisions concerning non-competition and
indemnification, and other covenants.
The foregoing description of the Fryer Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the complete text of the
Fryer Agreement, a copy of which Rallybio expects to file with its Annual Report
on Form 10-K for the fiscal year ending December 31, 2022, and upon filing will
be incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release issued by Rallybio on January 31, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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