UPSTREAM BIO INC (UPB)
Sector: Health Care
2026 Annual Meeting Analysis
UPSTREAM BIO INC · Meeting: June 9, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Dr. Fleming joined the board in June 2023, which is within the 24-month exemption window from the annual meeting date of June 9, 2026, so the TSR underperformance trigger does not apply; he has relevant biotech and healthcare industry expertise, attends all meetings, and no other disqualifying factors are present.
Dr. Ratcliffe joined the board in October 2021; UPB only completed its IPO in October 2024, so there is no meaningful multi-year public market TSR record predating the IPO to apply the trigger against, and his extensive clinical development and venture capital experience in life sciences is directly relevant; no other disqualifying factors are present.
Both Class II director nominees pass all policy screens — no overboarding, no attendance issues, no familial relationships with management, and no applicable TSR underperformance trigger fires given UPB's brief public trading history since its October 2024 IPO.
Say on Pay
✓ FORCEO
E. Rand Sutherland, M.D.
Total Comp
$4,302,100
Prior Support
N/A
Upstream Bio is an emerging growth company and is not required to hold a Say on Pay vote — no such proposal appears on this year's ballot, so this entry reflects that absence. The CEO's total reported compensation of $4,302,100 for 2025 consists of $650,000 base salary (15.1% of total), $3,300,350 in stock option awards (76.7%), and $341,250 in performance-based cash bonus (7.9%), giving a variable/performance-based pay mix of approximately 84.9%, well above the 50-60% policy threshold; pay structure appears aligned with long-term incentive design. No prior Say on Pay vote has been held, so there is no prior-year support figure to evaluate.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
3 yrs
Audit Fees
$799,000
Non-Audit Fees
$2,125
PwC has served as Upstream Bio's auditor since 2022 (approximately 3 years), well below the 25-year threshold that would raise independence concerns; non-audit fees of $2,125 represent only 0.3% of audit fees of $799,000, far below the 50% threshold; PwC is a Big 4 firm appropriate for this company's size and complexity; and no material financial restatements were disclosed.
Actual Vote Results
Meeting held June 9, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. | 99.4% | 43.8M | 270,272 | ✓ Elected |
| H. Edward Fleming, Jr., M.D. | 92.4% | 40.7M | 3.4M | ✓ Elected |
Auditor Ratification
For 48.0M · Against 143,251 · Abstain 6,203
Overall Assessment
The 2026 Upstream Bio annual meeting has two formal proposals: election of two Class II directors (Dr. Fleming and Dr. Ratcliffe, both receiving FOR votes) and ratification of PwC as auditor (FOR, with negligible non-audit fees and brief tenure). No Say on Pay vote is on the ballot as the company qualifies as an emerging growth company exempt from this requirement, and no stockholder proposals were submitted.