Erez Chimovits
About Erez Chimovits
Independent director of Upstream Bio (UPB) since 2021; age 61. Partner at OrbiMed since November 2010, with prior leadership roles including CEO of NasVax (now SciSparc) and President of Compugen USA. Former director at Adicet Bio, BiomX, LogicBio Therapeutics, and Novus Therapeutics (now Eledon). Holds an M.B.A., M.Sc. in Microbiology, and B.Sc. from Tel Aviv University . The board determined he is independent under Nasdaq and SEC rules (CEO is the sole non‑independent director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed | Partner | Nov 2010 – present | Life sciences investing; governance at portfolio companies |
| NasVax Ltd. (now SciSparc Ltd.) | Chief Executive Officer | Jan 2007 – Nov 2010 | Led company; executive leadership |
| Compugen USA Inc. (Compugen Ltd. subsidiary) | President | Jan 2001 – Jan 2007 | U.S. operations leadership |
| Compugen Ltd. | EVP, Commercial Operations | Dec 1999 – Jan 2007 | Commercial strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adicet Bio, Inc. | Director (former) | Jan 2016 – Mar 2021 | Public company board |
| BiomX, Inc. | Director (former) | Dec 2015 – Oct 2020 | Public company board |
| LogicBio Therapeutics, Inc. | Director (former) | Jan 2016 – Dec 2020 | Public company board |
| Novus Therapeutics, Inc. (now Eledon Pharmaceuticals, Inc.) | Director (former) | Jun 2017 – Sep 2020 | Public company board |
Board Governance
- Independence: Board determined all non‑employee directors, including Chimovits, are independent under Nasdaq/SEC criteria; only the CEO is non‑independent .
- Committee assignments:
- Compensation Committee: Member; Chair is Ronald C. Renaud Jr. .
- Nominating & Corporate Governance Committee: Member; Chair is Dr. Marcella K. Ruddy .
- Audit Committee: Not a member (Audit is Beckman/Chair, Fleming, Ratcliffe; Beckman designated “financial expert”) .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and relevant committee meetings .
- Board leadership: Chair and CEO roles separated; Chair is Renaud .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual Board retainer (member) | $40,000 | Paid quarterly, prorated for partial year |
| Committee retainer – Compensation (member) | $12,000 | Chair add’l $6,000 (not chair) |
| Committee retainer – Nominating & Corporate Governance (member) | $10,000 | Chair add’l $5,000 (not chair) |
| 2024 Fees Earned (actual) | $11,226 | As reported in 2024 director comp table |
Performance Compensation
| Equity Award | Shares / FV | Vesting | Exercise Price/Term | Notes |
|---|---|---|---|---|
| Annual Option Grant (policy) | 17,096 shares per year | Vests in full at next AGM or 1st anniversary | FMV at grant; 10‑yr term | Grant provided to continuing non‑employee directors |
| Initial Option Grant (policy, upon first election) | 34,681 shares | Equal monthly over 3 years | FMV at grant; 10‑yr term | Not applicable if already received annual grant |
| 2024 Option Awards (reported value) | $216,910 | Per Non‑Employee Director Compensation Policy | Accounting FV under ASC 718 | Reflects grant‑date fair value |
| Options held at 12/31/2024 | 17,096 shares | N/A (position at YE) | N/A | As disclosed for Chimovits |
Compensation oversight and consultants: Alpine Rewards engaged as independent compensation consultant to the committee . Compensation committee interlocks: none; no members were officers/employees, and no cross‑board executive interlocks disclosed .
Other Directorships & Interlocks
- Significant stockholders and affiliations:
- OrbiMed affiliates held 10.60% of UPB; Chimovits is an OrbiMed employee and committee member; he disclaims beneficial ownership of fund shares per OrbiMed footnotes, but UPB’s beneficial ownership table attributes 5,693,589 shares to OrbiMed affiliates and 17,096 options to Chimovits (total 5,710,685; 10.63%) .
- Related party financing participation (OrbiMed):
- Series A (Feb 2023): OrbiMed Israel Partners II (200,000 shares; $2,000,000); OrbiMed Private Investments VIII (800,000; $8,000,000) .
- Series B first closing (Jun 2023): OIP II (47,058; $799,986); OPI VIII (188,235; $3,199,995) .
- Series B option closing (Apr 2024): OIP II (141,176; $2,399,992); OPI VIII (564,705; $9,599,985) .
- IPO participation (Oct 2024): Entities affiliated with OrbiMed purchased 825,000 shares ($14,025,000) .
- Other large holders with director ties:
- AI Upstream LLC (Access Industries) 10.23%; director Liam Ratcliffe heads biotech at Access Industries .
- Enavate Sciences affiliates participated in Series B; director Dr. Fleming is EVP at Enavate Sciences .
Expertise & Qualifications
- Education: M.B.A., M.Sc. in Microbiology, B.Sc. (Tel Aviv University) .
- Domain expertise: Biopharma operations and venture investing; prior CEO and commercial leadership roles .
- Committee experience: Compensation and Nominating & Corporate Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Erez Chimovits (incl. OrbiMed affiliates) | 5,710,685 | 10.63% | OrbiMed affiliates: 5,693,589 ; Options exercisable within 60 days: 17,096 |
| Shares outstanding (record date) | 53,688,703 | — | Record date: Apr 14, 2025 |
- Pledging/hedging policy: Company policy expressly prohibits short sales, derivatives, and hedging transactions by directors; highlights risks of margin or pledging arrangements, but does not explicitly prohibit pledging in policy text .
- 10b5‑1 plans: Directors may use compliant trading plans; sales may occur around significant events subject to plan rules .
- Clawback: SEC/Nasdaq‑compliant compensation recovery policy for incentive pay tied to financial reporting measures (three‑year lookback) .
Governance Assessment
- Strengths:
- Formal independence determination; committees solely composed of independent directors .
- Clear committee charters; separation of Chair and CEO roles; audit committee financial expert designated .
- Robust trading policy and clawback framework .
- Director pay structure balanced: modest cash retainers with at‑risk equity via options vesting over time/annual cycle .
- Watchpoints/RED FLAGS:
- Significant beneficial ownership attributed to OrbiMed affiliates (10.60%) with Chimovits as OrbiMed partner; OrbiMed participated in multiple private financings and IPO—potential perceived influence/conflicts, mitigated by audit committee review of related party transactions and independence determinations .
- Policy warns about pledging risks; explicit pledging prohibition not stated—monitor for any pledging disclosures in future filings .
- Attendance/engagement: 2024 minimum attendance threshold met (≥75% of board/committee meetings), but individual director‑level attendance rates not disclosed—continue to monitor for any declines .
- Say‑on‑pay: As an emerging growth company, UPB is not required to hold say‑on‑pay or provide pay‑versus‑performance disclosures—reassess once EGC status sunsets .
Fixed Compensation (Detail)
| Metric | Amount | Source |
|---|---|---|
| 2024 Fees Earned (Chimovits) | $11,226 | DEF 14A 2024 Director Compensation Table |
| Director cash retainer (policy) | $40,000/year | Non‑Employee Director Compensation Policy |
| Compensation Committee member retainer | $12,000/year | Policy |
| Nominating & Corporate Governance member retainer | $10,000/year | Policy |
Performance Compensation (Detail)
| Metric | Value | Terms |
|---|---|---|
| 2024 Option Awards (FV) | $216,910 | Grant‑date FV under ASC 718 |
| Annual Grant shares (policy) | 17,096 shares | Vests fully at next AGM or 1‑yr anniversary; 10‑yr term; priced at FMV |
| Options held at YE 2024 | 17,096 shares | Position as of Dec 31, 2024 |
Related Party Transactions (OrbiMed Affiliates)
| Financing/Event | Entity | Shares | Amount ($) |
|---|---|---|---|
| Series A (Feb 2023) | OrbiMed Israel Partners II, L.P. | 200,000 | 2,000,000 |
| Series A (Feb 2023) | OrbiMed Private Investments VIII, L.P. | 800,000 | 8,000,000 |
| Series B First Closing (Jun 2023) | OIP II | 47,058 | 799,986 |
| Series B First Closing (Jun 2023) | OPI VIII | 188,235 | 3,199,995 |
| Series B Option Closing (Apr 2024) | OIP II | 141,176 | 2,399,992 |
| Series B Option Closing (Apr 2024) | OPI VIII | 564,705 | 9,599,985 |
| IPO (Oct 2024) | OrbiMed affiliates | 825,000 | 14,025,000 |
Audit committee reviews related person transactions for conflicts and approval; policy and procedures described in proxy .
Director Compensation (Reported 2024)
| Name | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Erez Chimovits | 11,226 | 216,910 | 228,136 |
Committee Assignments
| Committee | Role | Chair | Meetings (2024) |
|---|---|---|---|
| Compensation | Member | Ronald C. Renaud Jr. | 3 |
| Nominating & Corporate Governance | Member | Marcella K. Ruddy | 1 |
| Audit | Not a member | Daniella Beckman | 3 |
Policies and Controls
- Insider trading, hedging: Prohibits short sales, derivatives, hedging; explains pledging/margin risks .
- Rule 10b5‑1 plans: Permitted under policy; individual must not possess MNPI at plan adoption .
- Clawback: SEC/Nasdaq‑compliant recovery of incentive‑based comp tied to financial reporting for 3 years post restatement .
- Related party approval: Audit committee reviews transactions >$120k with related persons; criteria for arm’s‑length terms and stockholder interests .
Governance Implications
- Alignment: Significant skin‑in‑the‑game via OrbiMed’s ownership and Chimovits’ options; director pay uses options that vest with continued service—aligns incentives with long-term value creation .
- Conflicts: OrbiMed’s financing participation and sizeable ownership alongside Chimovits’ committee roles warrant continued audit committee oversight; independence was affirmed by the board considering these relationships .
- Process quality: Use of independent compensation consultant (Alpine), formal committee charters, and clawback policy support governance confidence .