Allison Ambrose
About Allison Ambrose
Allison Ambrose, J.D., is Senior Vice President, General Counsel of Upstream Bio, Inc. (UPB). She joined in December 2024 and was 40 years old as of April 14, 2025; her education includes B.A. degrees in English and Sociology from the University of Tennessee and a J.D. from Georgetown University Law Center . She signed the 2025 proxy notice as General Counsel and Secretary, evidencing her corporate officer role and responsibilities . As an emerging growth company, UPB is not required to provide “pay versus performance” or say‑on‑pay disclosures, limiting visibility into TSR, revenue growth, and EBITDA growth alignment within executive compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyhawk Therapeutics, Inc. | General Counsel | Jun 2024 – Dec 2024 | Senior legal leadership at a biotechnology company |
| Ginkgo Bioworks Holdings, Inc. | Vice President & Deputy General Counsel; previously Senior Director, Senior Corporate Counsel | Mar 2023 – Jun 2024; Mar 2021 – Mar 2023 | Senior in‑house counsel at a publicly traded biotech platform |
| Orchard Therapeutics plc | Senior Director, Lead Counsel; previously Director, Senior Corporate Counsel | Jun 2020 – Mar 2021; Apr 2019 – Jun 2020 | Lead legal roles at a gene therapy company (acquired by Kyowa Kirin in Jan 2024) |
| Ropes & Gray LLP | Attorney | Earlier career (dates not specified) | Big‑law legal training and practice |
External Roles
No external public company directorships or committee roles disclosed for Ms. Ambrose .
Fixed Compensation
| Component | 2024 Value ($) | Notes |
|---|---|---|
| Base Salary (earned) | 17,292 | Partial year; commenced Dec 2024 |
| Signing Bonus | 42,500 | Paid at commencement; subject to repayment if terminated for cause or resigns without good reason before first anniversary |
| Target Base Salary (annual) | 415,000 | Established for role |
| Target Bonus % (2025 onward) | 35% of base | Not eligible for 2024 bonus due to Dec start |
| Non‑Equity Incentive (2024 actual) | — | Not eligible in 2024 |
| Option Awards (grant‑date fair value) | 1,474,045 | FASB ASC 718 fair value; details below |
Performance Compensation
- Framework: Executive annual bonuses are based on corporate performance milestones; for 2024 the company focused on advancement of the program and completion of financing strategies, and assessed achievement at 100% (Ambrose not eligible due to December start) .
- 2025 Eligibility: Ms. Ambrose has a 35% of base salary target bonus for 2025; specific metric weightings, targets, and payout formula were not disclosed .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (2025) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash; standard payroll timing (not disclosed) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,562 shares issuable upon exercise of options exercisable within 60 days of April 14, 2025 (<1% of shares outstanding) |
| Shares Outstanding (record date) | 53,688,703 shares as of April 14, 2025 |
| Outstanding Equity Awards (12/31/2024) | 100,000 unexercised options; exercise price $19.01; expiration 12/15/2034 |
| Vesting Schedule | 25% vests on the one‑year anniversary of 12/16/2024 (i.e., 12/16/2025); remaining 75% vests monthly thereafter, subject to continuous service |
| Hedging/Pledging/Hedging Policy | Insider trading policy expressly prohibits short sales and derivative transactions/hedging; policy highlights risks from margin accounts/pledging; 10b5‑1 trading plans permitted |
| Clawback | Company maintains a compensation recovery (clawback) policy compliant with SEC/Nasdaq, covering incentive‑based compensation tied to financial reporting measures for 3 years preceding a restatement |
| Ownership Guidelines | No executive stock ownership guidelines disclosed |
Outstanding Equity Awards (Detail)
| Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/16/2024 | — | 100,000 | 19.01 | 12/15/2034 |
Employment Terms
| Term | Non‑CIC Qualifying Termination | CIC Period Qualifying Termination |
|---|---|---|
| Severance – Base Salary | 6 months of continued base salary for Senior Vice President | Lump sum equal to 9 months base salary for Senior Vice President |
| Severance – Bonus | — | 0.75x target annual bonus (based on target immediately prior to termination or CIC if higher) |
| Severance – Health | Employer contribution toward health insurance premiums during severance period | Employer contribution for duration of CIC severance period |
| Equity Acceleration | — | Full acceleration of all time‑based unvested equity awards upon CIC‑period qualifying termination |
| Tax Treatment | Potential 280G limitations and 4999 excise tax; best‑net cutback applies | |
| Signing Bonus Repayment | $42,500 must be repaid if terminated for cause or resigns without good reason prior to first anniversary of start date | |
| Restrictive Covenants | Employment agreements require compliance with restrictive covenants (details not elaborated) |
Additional Governance and Process Notes
- Compensation Committee: Independent committee chaired by Ronald C. Renaud, Jr.; uses independent consultant Alpine Rewards; oversees executive compensation policies and grants; CEO has limited delegation for grants below SVP level .
- Say‑on‑Pay: As an emerging growth company, UPB is not required to conduct advisory say‑on‑pay votes or provide Item 402(v) pay‑versus‑performance disclosures .
- Legal Proceedings: No material legal proceedings involving directors or executive officers, including Ms. Ambrose, adverse to UPB disclosed .
Investment Implications
- Strong retention protections via CIC double‑trigger economics: 9 months base plus 0.75x target bonus and full time‑based equity acceleration mitigate attrition risk in strategic transactions; near‑term vesting milestone on 12/16/2025 could create incremental liquidity windows thereafter .
- Pay structure skews to options, not RSUs/PSUs: Option‑only grants align upside with shareholder value creation but introduce potential sell pressure post‑vesting; hedging is prohibited and 10b5‑1 plans are permitted, shaping trading execution mechanics .
- Limited visibility into performance metric calibration: Absence of disclosed weighting/targets for 2025 bonus (35% of base) reduces ability to assess pay‑for‑performance rigor for the General Counsel role; company‑level milestones used historically focused on program advancement and financing completion .
- Alignment and ownership: Current beneficial ownership is de minimis (<1%), with significant unvested equity; policy‑level clawback and trading restrictions partially mitigate governance risks; no pledging/ownership guidelines disclosed .