UPSTREAM BIO INC (UPB)
Sector: Health Care
2026 Annual Meeting Analysis
UPSTREAM BIO INC · Meeting: June 9, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
Dr. Fleming has served since June 2023 (more than 24 months), making him subject to the TSR trigger: UPB's stock has fallen roughly 54% over three years while the XBI — SPDR S&P Biotech ETF — rose about 66%, a gap of approximately 121 percentage points that far exceeds the 30-point threshold our policy sets for companies with negative absolute returns; the five-year performance record is equally poor so no mitigating relief applies.
Dr. Ratcliffe has served since October 2021 and is fully within the accountability window: UPB shareholders have lost about 54% of their investment over three years while the XBI — SPDR S&P Biotech ETF — gained roughly 66%, a gap of approximately 121 percentage points that triggers a vote against under our policy; the five-year performance is identically poor (company IPO'd in late 2024 so the 5-year window reflects the same period), so the long-term mitigant does not soften the outcome.
For Analysis
Both Class II director nominees trigger the TSR underperformance standard: UPB's stock has lost roughly 54% over three years while the XBI — SPDR S&P Biotech ETF — gained about 66%, a gap of approximately 121 percentage points that far exceeds the 30-point policy threshold applicable to companies with negative absolute total returns. The five-year record is equally weak, so no mitigating adjustment applies. Both directors have served longer than 24 months and are fully accountable for this period. The policy calls for votes AGAINST both nominees.
Say on Pay
✓ FORCEO
E. Rand Sutherland, M.D.
Total Comp
$4,302,100
Prior Support
N/A
This is Upstream Bio's first Say on Pay vote as a public company (it completed its IPO in October 2024 and is an emerging growth company not required to hold such a vote, but we evaluate compensation structure regardless). The CEO's total pay of approximately $4.3 million in 2025 — consisting of a $650,000 salary, $3.3 million in stock option awards (the reported value), and a $341,250 cash bonus — is reasonable for a clinical-stage biotech CEO at a roughly $550 million market cap company, and the pay structure is heavily weighted toward variable, at-risk equity compensation (roughly 85% of total pay). The company has a formal clawback policy in place, all equity awards are time- or performance-conditioned stock options, and the compensation philosophy is aligned with long-term value creation, so no policy triggers are tripped.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
4 yrs
Audit Fees
$799,000
Non-Audit Fees
$2,125
PwC has served as Upstream Bio's auditor since 2022 (approximately four years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of $2,125 represent less than 1% of audit fees of $799,000, far below the 50% threshold; and PwC is a Big 4 firm appropriate for a company of UPB's size and complexity.
Overall Assessment
The 2026 Upstream Bio annual meeting presents two proposals that are straightforward approvals — auditor ratification (FOR) and executive compensation structure (FOR) — but the director election raises serious concerns: both Class II nominees are subject to a vote against under our TSR policy because UPB shareholders have lost roughly 54% over three years while the XBI — SPDR S&P Biotech ETF benchmark — gained approximately 66%, a gap of about 121 percentage points that far exceeds the policy's 30-point trigger threshold for companies with negative absolute returns. There are no stockholder proposals on the ballot.