[8-K] Rallybio Corporation Reports Material Event

Rhea-AI Filing Summary

Rallybio (NASDAQ:RLYB) filed an 8-K announcing a new employment agreement with Chief Medical Officer Steven Ryder, M.D.

Key terms

• Base salary: $531,227
• Annual target bonus: 40% of salary
• Initial one-year term with automatic one-year renewals
• Standard severance: 12 months salary, prior bonus and up to 12 months COBRA
• Change-in-control severance: 1.5× salary + target bonus, 18 months COBRA and full vesting of time-based equity

Severance requires a release of claims; a 12-month non-compete and non-solicitation applies. No other operational or financial updates were disclosed.

Positive

• Continuity of leadership: Contract secures experienced CMO through automatic renewals, supporting execution of key clinical trials.

Negative

• Increased potential cash obligation: Change-in-control package could cost shareholders over $1 million plus accelerated equity vesting.

Insights

Compensation Analyst

TL;DR: Contract locks in CMO retention; costs modest but rise on CIC.

The agreement standardizes pay and incentives, aligning Ryder with peers while limiting immediate dilution. CIC terms—1.5× cash plus full equity—add roughly $1.1 million in potential outlays, manageable for a small-cap biotech but slightly richer than median. Non-compete and release provisions protect corporate IP and mitigate litigation risk. Overall impact is balanced: continuity for critical clinical leadership versus incremental cost exposure.

Governance Specialist

TL;DR: Governance-friendly structure, though payout multiple above ISS median.

Board obtained a one-year rolling term—reducing multi-year lock-in—while securing a 12-month post-employment non-compete. Cash severance multiple (1.5×) exceeds typical 1× but stays below red-flag 3× thresholds. Equity acceleration limited to time-based awards aligns with best practices. No gross-up clauses appear. Investors should monitor aggregate CIC liabilities as additional executives adopt similar templates.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________

FORM 8-K

______________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

______________________________________________________

RALLYBIO CORPORATION

(Exact name of Registrant as Specified in Its Charter)

______________________________________________________

Delaware			001-40693			85-1083789
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
			234 Church Street, Suite 1020 New Haven, Connecticut			06510
			(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: 203 859-3820

(Former Name or Former Address, if Changed Since Last Report)

______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RLYB

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2025, Rallybio Corporation (Rallybio) entered into an employment agreement (the Employment Agreement) with Steven Ryder, M.D., Rallybio’s Chief Medical Officer. Dr. Ryder has served as Rallybio’s Chief Medical Officer since January 2019.

Pursuant to the Employment Agreement, Dr. Ryder will receive an initial annual base salary of $531,227 per year. Under the terms of the Employment Agreement, Dr. Ryder 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 of Directors of Rallybio (the Board) or the Compensation Committee of the Board. Dr. Ryder will serve for an initial one-year term, which term will automatically extend for successive one-year terms unless either Rallybio or Dr. Ryder elects to not extend the term by giving the other party at least 60 days’ notice prior to the end of the current term.

Pursuant to the Employment Agreement, Dr. Ryder is entitled to severance payments and benefits in connection with certain qualifying terminations of employment. If Dr. Ryder’s employment is terminated by Rallybio without cause, as a result of Rallybio’s non-extension of the employment term or by Dr. Ryder 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 Dr. Ryder and his eligible dependents for 12 months following termination (or, if earlier, until such time as Dr. Ryder ceases to be eligible for COBRA coverage or obtains health coverage from another employer). If Dr. Ryder’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 Dr. Ryder’s employment is terminated by Rallybio without cause, as a result of Rallybio’s non-extension of the employment term or by Dr. Ryder 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 Dr. Ryder as of the date of termination shall vest in full immediately prior to such termination of employment.

Rallybio’s obligation to provide severance payments and other benefits under the Employment Agreement is conditioned on Dr. Ryder signing a release of claims in favor of Rallybio. Under the Employment Agreement, Dr. Ryder has agreed that during his employment and for one year following his termination of employment he will not compete with Rallybio or its affiliates or solicit Rallybio’s or its affiliates customers, employees, representatives, agents, vendors, joint venturers or licensors.

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 is filed with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
10.1						Employment Agreement, by and between Rallybio, LLC, Rallybio Corporation and Steven Ryder, dated as of June 25, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									RALLYBIO CORPORATION
Date:			June 27, 2025			By:			/s/ Jonathan I. Lieber
									Jonathan I. Lieber Chief Financial Officer and Treasurer

FAQ

What is RLYB's new base salary for Chief Medical Officer Steven Ryder?

The 8-K states Dr. Ryder will earn a $531,227 annual base salary effective June 25 2025.

How large is Dr. Ryder's target bonus under Rallybio's 2025 employment agreement?

He is eligible for an annual bonus of up to 40% of base salary, contingent on performance goals.

What severance does Dr. Ryder receive if terminated without cause at Rallybio?

He would receive 12 months of continued base salary, any earned bonus and up to 12 months paid COBRA premiums.

How does a change-in-control affect Dr. Ryder's payout?

If terminated within 12 months of a change-in-control, he is entitled to 1.5× salary + target bonus, 18 months COBRA and full vesting of time-based equity.

Does the agreement include non-compete restrictions for Dr. Ryder?

Yes. He is barred from competing with Rallybio and from soliciting its employees or customers for one year after departure.