Liam Ratcliffe
About Liam Ratcliffe
Independent director (Class II) at Upstream Bio, Inc. since October 2021; age 61 as of April 14, 2025. He is Head of Biotechnology at Access Industries (since April 2019) and previously Managing Director at New Leaf Venture Partners (2008–2019) and Worldwide Head of Clinical Research & Development at Pfizer Inc. (1997–2008). Education: M.B.Ch.B. and Ph.D. (Immunology) from the University of Cape Town; M.B.A. from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Worldwide Head of Clinical Research & Development | Jan 1997–Aug 2008 | Led global clinical R&D |
| New Leaf Venture Partners | Managing Director (various roles) | Sep 2008–Mar 2019 | Life sciences investing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access Industries | Head of Biotechnology | Apr 2019–present | Leads biotech investing; affiliate of 10%+ holder AI Upstream LLC |
| Disc Medicine, Inc. | Director | Since Sep 2019 | Board member |
| Eliem Therapeutics, Inc. | Director | Since Oct 2019 | Board member |
| Arvinas, Inc. | Former Director | Oct 2015–Aug 2022 | Prior public board service |
| Passage Bio, Inc. | Former Director | Sep 2019–Mar 2022 | Prior public board service |
| Unum Therapeutics, Inc. | Former Director | Mar 2018–Apr 2019 | Prior public board service |
| Deciphera Pharmaceuticals, Inc. | Former Director | Sep 2017–Mar 2019 | Prior public board service |
| Aptinyx, Inc. | Former Director | Jun 2018–Apr 2019 | Prior public board service |
| Edge Therapeutics, Inc. (now PDS Biotechnology) | Former Director | Oct 2015–Nov 2018 | Prior public board service |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules; Ratcliffe is independent .
- Committees and roles:
- Audit Committee: Member; committee met 3 times in FY2024; chair is Daniella Beckman; Ratcliffe designated independent for audit purposes .
- Compensation Committee: Member; committee met 3 times in FY2024; chair is Ronald C. Renaud; Ratcliffe designated independent .
- Nominating & Corporate Governance Committee: Not a member; committee met once in FY2024; chair is Marcella Kuhlman Ruddy .
- Attendance: Full board met 7 times in 2024; each director attended at least 75% of board and committee meetings during their service period .
- Board leadership: Chair separate from CEO; chair is Ronald C. Renaud; board oversees risk via committees .
- Compensation committee interlocks: None; no reciprocal committee relationships disclosed .
- Trading/hedging policy: Company prohibits short sales, derivatives, and hedging/pledging by directors and employees .
- Clawback: SEC/Nasdaq-compliant compensation recovery policy for executive incentive-based pay tied to financial reporting (director equity not specified) .
- Say-on-pay: As an Emerging Growth Company, UPB does not conduct advisory say-on-pay votes currently .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 11,776 | Disclosed director cash fees for Ratcliffe in FY2024 |
| Total Cash | 11,776 | Sum of cash fees |
Director cash retainer policy (adopted October 2024):
- Board member annual retainer: $40,000; Non-executive chair additional $30,000 .
- Committee retainers (members vs chair):
- Audit: Members $15,000; Chair $7,500 .
- Compensation: Members $12,000; Chair $6,000 .
- Nominating & Corporate Governance: Members $10,000; Chair $5,000 .
Note: Policy adopted in connection with October 2024 IPO; 2024 cash received by Ratcliffe reflects actual paid/prorated amounts disclosed above .
Performance Compensation
| Award Type | # Options | 2024 Grant Date Fair Value ($) | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Annual Stock Option Grant | 17,096 | 216,910 | Vests in full upon the earlier of next annual meeting or first anniversary of grant, subject to continued service | FMV on date of grant (per policy) | 10 years from grant (per policy) |
- Options held as of 12/31/2024: Ratcliffe held options to purchase 17,096 shares .
- Change-of-control: All director awards vest in full upon a “sale event” under the 2024 Stock Option and Incentive Plan .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Major shareholder affiliation | AI Upstream LLC (Access Industries affiliate) holds ~10.23% of UPB; Ratcliffe heads Biotechnology at Access Industries . |
| Financing participation by Access affiliate | AI Upstream LLC purchased in multiple UPB financings: Series A ($12.0M), Series B first closing ($4.75M), Series B option closing ($14.25M), and IPO ($19.975M) at offering price . |
| Independence vs affiliation | Despite Access affiliation, board classified Ratcliffe as independent under Nasdaq/SEC standards . |
| Committee interlocks | None disclosed; no UPB officers serving on other entities’ boards/comp committees with reciprocal ties . |
Expertise & Qualifications
- Clinical development leadership (Pfizer Worldwide Head of Clinical R&D) and venture capital/investing expertise (New Leaf, Access) .
- Degrees: M.B.Ch.B.; Ph.D. in Immunology (University of Cape Town); M.B.A. (University of Michigan) .
- Board qualifies him for audit/comp committee service; board deems him independent with sound business judgment and industry knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | Type | % of Outstanding | Notes |
|---|---|---|---|---|
| Liam Ratcliffe | 17,096 | Options exercisable within 60 days | <1% | As of April 14, 2025; no common shares listed; options count per beneficial ownership table |
- Pledging/Hedging: Company policy prohibits hedging and pledging transactions by directors .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy .
Governance Assessment
-
Positives
- Independent director with deep clinical and investment expertise; serves on both Audit and Compensation Committees, enhancing oversight of financial reporting and pay practices .
- Board and committees met regularly; Ratcliffe met minimum attendance expectations; separation of Chair and CEO supports independent oversight .
- Director pay structure balanced with cash and at-risk equity (time-vested options); change-of-control acceleration clearly disclosed .
-
Potential RED FLAGS / Conflicts
- Affiliation with a 10%+ shareholder (Access Industries via AI Upstream LLC) that participated heavily in UPB financings and IPO—monitor related-party governance rigor and recusal practices on matters impacting that holder .
- Director compensation appeared below annual retainer policy levels in 2024 (likely due to policy adoption timing or proration); continued monitoring of pay-for-service alignment advisable .
-
Controls mitigating risk
- Formal related-party transaction review under Audit Committee oversight; policy focuses on arm’s-length terms and stockholder interests .
- Prohibition on hedging/pledging of company stock; clawback for executive incentive-based pay tied to financial reporting .