Aaron Deykin
About Aaron Deykin
Chief Medical Officer and Head of Research & Development at Upstream Bio (UPB) since April 2022; age 59 as of April 14, 2025 . Education: M.D. from Harvard Medical School and B.A. from Dartmouth College; board-certified in Internal Medicine, Pulmonary Disease, and Critical Care Medicine . Prior roles include Senior Vice President of Clinical Sciences at Biogen overseeing biostatistics, biomarkers, clinical pharmacology, epidemiology, and clinical operations globally, and faculty positions at Harvard Medical School and Brigham and Women’s Hospital (pulmonary/critical care, lung transplant program leadership) . Company track record highlights that the team, with Deykin leading clinical development, moved from inception to Phase 2 trials in less than three years, reflecting execution strength; UPB cites deep expertise in severe asthma and respiratory diseases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biogen, Inc. | SVP, Clinical Sciences | 2020–2022 | Led global biostatistics, statistical programming, biomarkers, clinical pharmacology, epidemiology, and clinical operations for Biogen’s pipeline . |
| Harvard Medical School | Faculty of Medicine (Assistant Professor) | Prior to 2010 | Academic leadership; research/clinical in severe asthma . |
| Brigham & Women’s Hospital | Pulmonary & Critical Care faculty; led Lung Transplant Program; directed Pulmonary Function Testing Lab; Assoc. Director, Asthma Research Center | ~1999–2010 | Clinical leadership and translational research in advanced respiratory diseases . |
External Roles
No public-company directorships or external board roles disclosed for Deykin .
Fixed Compensation
| Metric | 2023 | Notes |
|---|---|---|
| Base Salary ($) | $470,000 | From 2023 NEO table. |
| Target Bonus (%) | 40% of base | Corporate milestones focus (program/financing). |
| Actual Bonus Paid ($) | $206,800 | Company achieved 110% of 2023 goals; paid in Q1 2024 . |
| Signing Bonus ($) | $50,000 paid in 2023 | Offer letter provides total $100,000 in two $50k installments (one paid shortly after start; second after 1 year) . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance goals (program advancement; financing) | Not disclosed | 100% of corporate goals | 110% achievement for FY2023 | Annual cash bonus; $206,800 paid | Paid in Q1 2024 . |
| Senior Executive Cash Incentive Bonus Plan (framework) | N/A (plan-wide) | Goals may include development/clinical milestones, cash flow, revenue, EBITDA, net income, TSR, operating metrics, financings, etc. | Not disclosed by executive | Discretionary plan administered by Compensation Committee | Annual measurement; payment within ~2.5 months of fiscal year-end . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 238,776 shares via options exercisable within 60 days of Aug 1, 2024; less than 1% ownership pre-IPO . |
| Vested vs unvested (as of 12/31/2023) | 04/27/2022 grant: 111,079 exercisable; 155,512 unexercisable at $3.61, expiring 06/03/2032 . 02/14/2023: 173,910 unexercisable at $3.61, expiring 06/03/2032 . 03/03/2023: 15,499 unexercisable at $4.47, expiring 03/02/2033 . 08/10/2023: 11,300 unexercisable at $5.10, expiring 08/09/2033 . |
| Vesting schedule | 25% on 1-year anniversary of vesting start; remaining 75% vests monthly thereafter (continuous service required); time-based awards accelerate on qualified termination within CIC period under Severance Plan . |
| Options in-the-money value | Not disclosed by individual; company-wide intrinsic value data provided, not executive-specific . |
| Hedging/derivatives | Prohibited for executives under insider trading policy (short sales, puts/calls, derivatives, or any hedging transactions) . |
| Pledging/margin | Policy highlights risks of margin/pledging; explicit prohibition of pledging not stated; policy focuses on prohibiting hedging/derivatives . |
| 10b5-1 plan usage | Company policy permits Rule 10b5-1 plans; no officer/director adopted/modified/terminated a Rule 10b5-1 arrangement in Q3 2025 . |
| Ownership guidelines | Not disclosed for executives . |
Outstanding Equity Awards (detail)
| Vest Start | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 04/27/2022 | 111,079 | 155,512 | 3.61 | 06/03/2032 |
| 02/14/2023 | — | 173,910 | 3.61 | 06/03/2032 |
| 03/03/2023 | — | 15,499 | 4.47 | 03/02/2033 |
| 08/10/2023 | — | 11,300 | 5.10 | 08/09/2033 |
Employment Terms
- Role and start date: Chief Medical Officer & Head of R&D since April 2022 .
- Offer letter economics: At-will employment with base salary and annual bonus eligibility; $100,000 signing bonus in two $50k installments (second payable at one-year mark, subject to continued employment); initial stock option grant; eligible for standard senior executive benefit plans .
- Restrictive covenants: Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement (confidentiality, non-compete, non-solicit) .
- Severance (pre-IPO per offer letter): If terminated without cause or resigns for good reason outside CIC window, 6 months base salary; company health contribution under COBRA up to 6 months; single lump-sum payment equal to prorated target bonus for year of termination; full acceleration of unvested time-based equity upon qualifying termination in the CIC window (three months prior to/12 months post CIC) .
- Current Executive Severance Plan (post-IPO; supersedes prior terms):
- Outside CIC window: chief executives other than CEO receive 9 months’ base salary and company health contribution during salary continuation .
- Within CIC window (double trigger): chief executives other than CEO receive 12 months’ base salary plus 1.0x target annual bonus; company health contribution for the applicable CIC period; full accelerated vesting of all outstanding unvested time-based equity awards .
- Tax treatment: 280G/4999 excise-tax “cutback” (reduce payments if beneficial after-tax); no tax gross-ups disclosed .
- Clawback policy: Company maintains SEC/Nasdaq-compliant clawback to recover incentive-based compensation upon a material restatement (3-year look-back) .
Performance & Track Record
- Execution pace: Company asserts leadership team moved from inception to Phase 2 development in <3 years; Deykin leads clinical development activities and strategy .
- Program status: Phase 2 trials ongoing in severe asthma and CRSwNP per S-1 strategy; Deykin leads clinical development .
- Awards/recognition: Not disclosed for Deykin specifically .
Compensation Structure Analysis
- Mix: For Deykin (2023), compensation comprised base salary, annual cash bonus, stock options; no RSUs/PSUs disclosed, indicating higher at-risk equity through options versus time-based RSUs .
- Performance orientation: 2023 payout above target (110%) tied to corporate goals (program advancement and financing) .
- Plan governance: 2024 Equity Plan permits repricing/cancellation-and-regrant of options/SARs at administrator’s discretion without shareholder approval (potential shareholder-unfriendly red flag if utilized) .
- Clawback and hedging: Strong governance via clawback and explicit prohibition of hedging/derivatives (alignment enhancer) .
Related Party Transactions (context)
No related-party transactions involving Deykin disclosed; executive compensation arrangements and severance plans are company-wide policies .
Equity Ownership & Alignment (Quantitative Summary)
| Measure | Value |
|---|---|
| Beneficial ownership (Aug 1, 2024) | 238,776 shares via options exercisable within 60 days; <1% of shares . |
| Shares outstanding (record date Apr 14, 2025) | 53,688,703 shares (context for dilution/ownership) . |
Risk Indicators & Red Flags
- Hedging/derivative trading prohibited; reduces misalignment risk .
- 10b5-1 adoption activity: None by officers/directors in Q3 2025 (suggests limited preprogrammed selling in that quarter) .
- Option repricing permitted under 2024 Plan (potential red flag if used) .
- No legal proceedings involving executive officers reported .
- Say-on-pay: As an emerging growth company, UPB is exempt from advisory votes and pay vs. performance disclosures, reducing external compensation scrutiny (context, not a red flag per se) .
Investment Implications
- Pay-for-performance alignment appears reasonable: cash bonuses linked to corporate milestones; equity primarily via options with standard vesting and double-trigger CIC acceleration; clawback and hedging prohibitions support alignment .
- Retention risk moderated by severance protection (9 months base outside CIC; 12 months base + 1.0x target bonus within CIC for chief execs) and ongoing vesting; non-compete/non-solicit further reduces immediate exit optionality .
- Insider selling pressure: No 10b5-1 plan changes in Q3 2025 and hedging ban limit near-term selling signals; however, monthly vesting and option exercises can create supply over time; monitor Form 4s and vesting cliffs, especially around corporate events .
- Governance watchpoint: The 2024 Plan’s ability to reprice equity without shareholder approval is a potential shareholder-unfriendly lever if employed; track Compensation Committee actions and equity award modifications .