Rallybio (RLYB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, to elect two Class I directors and ratify the selection of Deloitte & Touche LLP as the independent auditor for 2025.

• Shareholders of record as of March 17, 2025, are entitled to vote, with 41,612,039 shares outstanding.

• Proxy materials, including the 2024 Annual Report, are available online, and voting can be done via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of Martin W. Mackay, Ph.D. and Paula Soteropoulos as Class I directors for three-year terms.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR both proposals.

• Shareholder proposals for the 2026 meeting must be received by December 8, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of ten members divided into three classes, with staggered three-year terms.

• Majority of directors are independent under Nasdaq rules; only Drs. Mackay and Uden are not independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed solely of independent directors.

• Lead Director role established in December 2023, currently held by Paula Soteropoulos.

• Board held 7 meetings in 2024, with at least 75% attendance by all directors.