Edward Fleming
About H. Edward Fleming, Jr., M.D.
Independent Class II director at Upstream Bio (UPB) since June 2023; age 62. Executive Vice President at Enavate Sciences (since Nov 2022) following a 25-year career at McKinsey & Company culminating as Senior Partner and global leader of R&D; currently serves on boards of CRISPR Therapeutics AG (since Jun 2021) and Sionna Therapeutics (since Mar 2024). Education: B.A. in Chemistry (Harvard), M.D. (Vanderbilt), Internal Medicine training (Johns Hopkins), Pulmonary/Critical Care subspecialty training (UCSF) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Global leader of R&D practice | Jan 1997 – Aug 2022 | Led strategy and operational performance work across biopharma R&D |
| Enavate Sciences | Executive Vice President | Nov 2022 – Present | Invests in and builds therapeutic companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG | Director | Jun 2021 – Present | Board service; specific committee roles not disclosed |
| Sionna Therapeutics | Director | Mar 2024 – Present | Board service; specific committee roles not disclosed |
Board Governance
- Committees: Audit (member), Nominating & Corporate Governance (member). Audit Chair: Daniella Beckman; Nominating & Corporate Governance Chair: Marcella Kuhlman Ruddy .
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules; Fleming is independent .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings .
- Term and Class: Class II director; term expires at the 2026 annual meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (member) | 40,000 | Payable quarterly, prorated for partial year |
| Additional Retainer – Non‑executive Chair | 30,000 | Not applicable to Fleming |
| Audit Committee Member | 15,000 | Chair additional 7,500 (Fleming is member) |
| Compensation Committee Member | 12,000 | Chair additional 6,000 (Fleming not on committee) |
| Nominating & Corporate Governance Member | 10,000 | Chair additional 5,000 (Fleming is member) |
| 2024 Director Compensation (Fleming) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 11,556 |
| Option Awards (grant-date fair value) | 216,910 |
| Total | 228,466 |
Performance Compensation
| Equity Award Framework | Shares | Vesting | Exercise Price | Change-of-Control Treatment |
|---|---|---|---|---|
| Initial Grant (upon first election) | 34,681 | Monthly over 3 years from grant | FMV on grant date | Vests in full upon a “sale event” under 2024 plan |
| Annual Grant (at each AGM; continuing directors) | 17,096 | Vests in full by next AGM or first anniversary | FMV on grant date | Vests in full upon a “sale event” |
- Director equity uses stock options; no RSUs/PSUs or disclosed performance metrics for director pay. Options are time‑based; no TSR/EBITDA/ESG metrics disclosed for directors .
Other Directorships & Interlocks
- Enavate Sciences affiliates were significant UPB investors: participated in Series B rounds and purchased in the IPO; Fleming is EVP at Enavate, indicating an interlock with a 5%+ stockholder (UpStream Aggregator, LP) .
- Access Industries (via AI Upstream LLC) and OrbiMed also are major holders with board representation (Ratcliffe; Chimovits), relevant to overall board network context .
Expertise & Qualifications
- Deep R&D, clinical and strategy expertise across biopharma; prior leadership at McKinsey’s R&D practice. Medical training in Internal Medicine and Pulmonary/Critical Care; board experience at CRISPR Therapeutics and Sionna enhances scientific governance depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| H. Edward Fleming, Jr., M.D. | 17,096 (options exercisable within 60 days of Apr 14, 2025) | Less than 1% |
- Breakdown: Disclosed holdings are options exercisable within 60 days; unexercisable/RSUs not disclosed for Fleming .
- Hedging/Pledging: Insider trading policy prohibits short sales and derivative/hedging transactions; margin/pledging risks are noted but a blanket pledging prohibition is not expressly stated in proxy text .
Governance Assessment
-
Strengths
- Independent, experienced operator with R&D strategy expertise; sits on Audit and Nominating & Governance, supporting oversight and board refreshment processes .
- Committee independence meets Nasdaq/SEC requirements; audit committee chaired by a designated financial expert (Beckman) .
- Attendance meets threshold; engagement evidenced by 2024 board and committee activity .
- Director compensation policy is modest cash plus time‑based options, aligning pay with service duration; annual and initial grants have clear vesting .
-
Potential Risks / RED FLAGS
- Interlock/conflict potential: Enavate Sciences affiliates are major UPB investors and participated in financing rounds and IPO; Fleming’s executive role at Enavate could present related‑party optics. Mitigations include the audit committee’s role reviewing related person transactions under a formal policy .
- Change‑of‑control acceleration: Director options vest in full upon a “sale event,” which can be perceived as entrenchment/alignment risk if not balanced by shareholder value creation .
- No director ownership guidelines disclosed; alignment relies on option grants rather than mandated share ownership (no guidelines referenced elsewhere in proxy).
- Say‑on‑pay not required as an EGC, limiting direct shareholder feedback on compensation structure at this stage .
Notes on Additional Signals
- Legal proceedings: No material legal proceedings involving directors/officers adverse to UPB disclosed .
- Compensation committee advisor: Alpine Rewards engaged; reports to the committee; independence framework described .
- Shareholder votes: As an EGC, UPB does not conduct advisory say‑on‑pay or frequency votes currently .
Data Appendix
| Board & Committees | Detail |
|---|---|
| Audit Committee | Members: Beckman (Chair), Fleming, Ratcliffe; met 3x in FY2024 |
| Nominating & Governance | Members: Chimovits, Fleming, Ruddy (Chair); met 1x in FY2024 |
| Compensation Committee | Members: Chimovits, Ratcliffe, Renaud (Chair); met 3x in FY2024 |
| Independence | All directors except CEO independent |
| Attendance | ≥75% for all directors/committees; Board met 7x in 2024 |
| Related Party/Investor Participation | Transaction | Amount |
|---|---|---|
| Enavate affiliates (UpStream Aggregator, LP) | Series B first closing (Jun 2023) | $8,749,985 |
| Enavate affiliates (UpStream Aggregator, LP) | Series B option closing (Apr 2024) | $26,249,989 |
| Enavate affiliates | IPO purchase (Oct 2024) | $5,100,000 |
| Director Compensation – 2024 (Fleming) | Cash ($) | Options FV ($) | Total ($) |
|---|---|---|---|
| H. Edward Fleming, Jr., M.D. | 11,556 | 216,910 | 228,466 |
| Beneficial Ownership (as of Apr 14, 2025) | Shares | % |
|---|---|---|
| Fleming | 17,096 (options exercisable within 60 days) | Less than 1% |
| Policies | Key Provisions |
|---|---|
| Insider Trading & Hedging | Prohibits short sales and derivative/hedging transactions; notes risks of margin/pledging; 10b5‑1 plan policy in place; compensation clawback policy maintained per SEC/Nasdaq rules |
Conclusion: Fleming’s independence, committee roles (Audit, N&G), and attendance support board effectiveness. The Enavate interlock requires continued audit committee oversight of related‑party matters, while director equity acceleration on change‑of‑control should be monitored for alignment. Overall, governance signals are balanced by formal policies and committee independence .