Marcella Ruddy
About Marcella K. Ruddy, M.D., M.S.
Independent Class I director of Upstream Bio (UPB) since January 2023; age 62 as of April 14, 2025. She chairs the Nominating & Corporate Governance Committee and is deemed independent under Nasdaq rules. Background: Chief Medical Officer at Tectonic Therapeutic (since July 2021); previously led Immunology/Inflammation clinical development at Regeneron (2016–2021); earlier roles at Merck (Head of Early Clinical Development for Immunology, 2004–2014), Alnylam (VP Clinical Development & Head of Pharmacovigilance, 2015–2016), EMD Serono (VP Clinical Immunology, 2014), and founded/directed the Adult Cystic Fibrosis Program at MGH/Harvard (1996–2004). Education: B.A. Princeton; M.D. and M.S. Washington University in St. Louis; internal medicine and pulmonary fellowship at Harvard-affiliated hospitals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tectonic Therapeutic, Inc. | Chief Medical Officer | Jul 2021–present | Executive leadership in clinical development |
| Regeneron Pharmaceuticals, Inc. | Head of Clinical Development, Immunology/Inflammation | 2016–2021 | Led therapeutic area clinical development |
| Merck & Co., Inc. | Head of Early Clinical Development for Immunology (prior roles) | 2004–2014 | Built early clinical programs in immunology |
| Alnylam Pharmaceuticals, Inc. | VP, Clinical Development & Head of Pharmacovigilance | Nov 2015–Jun 2016 | Safety leadership and clinical oversight |
| EMD Serono, Inc. | VP, Clinical Immunology | Jun 2014–Nov 2014 | Clinical leadership in immunology |
| Massachusetts General Hospital/Harvard Medical School | Pulmonary Unit staff; Founder/Director, Adult Cystic Fibrosis Program | 1996–2004 | Established CF program; academic medicine |
External Roles
| Organization | Role | Start | Notes / Interlocks |
|---|---|---|---|
| Sionna Therapeutics, Inc. | Director | Jan 2025 | Interlock: UPB director H. Edward Fleming also serves on Sionna’s board (since Mar 2024) |
| Tectonic Therapeutic, Inc. | Chief Medical Officer | Jul 2021 | Current operating role (not a directorship) |
Board Governance
- Independence: Board determined all non-employee directors, including Dr. Ruddy, are independent; no family relationships among directors/executives .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (members: Chimovits, Fleming, Ruddy); committee met once in 2024 .
- Audit Committee: Beckman (Chair), Fleming, Ratcliffe — Dr. Ruddy is not a member .
- Compensation Committee: Renaud (Chair), Chimovits, Ratcliffe — Dr. Ruddy is not a member .
- Attendance: The board met 7 times in 2024; each director attended at least 75% of aggregate board and committee meetings during their service periods .
- Term/Classification: Class I director; nominated in 2025 to serve a three-year term ending at the 2028 annual meeting if elected .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Cash Fees (board/committee retainers) | $40,516 |
| Option Awards (grant-date fair value) | $216,910 |
| Total | $257,426 |
Non-Employee Director Cash Retainer Policy (adopted Oct 2024):
| Role | Annual Cash Retainer |
|---|---|
| Board Member | $40,000 |
| Non-Executive Chair (additional) | $30,000 |
| Audit Committee: Member / Chair | $15,000 / $7,500 |
| Compensation Committee: Member / Chair | $12,000 / $6,000 |
| Nominating & Corporate Governance: Member / Chair | $10,000 / $5,000 |
Notes:
- Policy pays quarterly in arrears; prorated for partial years .
- Reasonable board-related expenses reimbursed .
Performance Compensation
Equity grant structure for non-employee directors:
| Feature | Initial Grant | Annual Grant |
|---|---|---|
| Shares | 34,681 options | 17,096 options |
| Vesting | Equal monthly over 3 years from grant date | Vests in full by next annual meeting or 1st anniversary |
| Expiration | 10 years from grant date | 10 years from grant date |
| Exercise Price | FMV on grant date | FMV on grant date |
| Acceleration | Full vesting upon “sale event” under 2024 plan |
Observations:
- No director performance metrics disclosed (director equity is service-vested options, not performance-conditioned) .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Overlap |
|---|---|---|
| Sionna Therapeutics, Inc. | Director | Shared external board with UPB director H. Edward Fleming (Sionna director since Mar 2024), creating an interlock outside UPB |
Related structures and safeguards:
- Audit Committee reviews and approves all related person transactions for conflicts .
- Compensation Committee interlocks: None reported (no UPB officers sit on other companies’ boards with UPB executives) .
Expertise & Qualifications
- Physician-leader with deep immunology and inflammation clinical development expertise (Merck, Regeneron) and operating biotech CMO experience; founded a clinical program at MGH/Harvard .
- Academic and clinical credentials: B.A. Princeton; M.D. and M.S. Washington University in St. Louis; internal medicine and pulmonary fellowship at Harvard-affiliated hospitals .
- Independent status under Nasdaq and SEC rules .
Equity Ownership
| Metric | 2024-12-31 | 2025-04-14 |
|---|---|---|
| Options held (total) | 81,237 options | — |
| Beneficial ownership (SEC definition) | — | 54,273 shares (issuable upon exercise of options exercisable within 60 days) |
| Shares outstanding (UPB) | — | 53,688,703 |
| Ownership % | — | ~0.10% (54,273 / 53,688,703; company reports “<1%”) |
Additional alignment and risk policies:
- Insider trading policy prohibits short sales and derivative/hedging transactions; discusses risks from margin/pledging arrangements; Rule 10b5-1 plan policy in place .
- Executive clawback policy compliant with SEC/Nasdaq (applies to incentive-based comp of executive officers upon a restatement); not specific to directors .
Governance Assessment
- Strengths
- Independent director and Chair of Nominating & Corporate Governance; committee remit includes board composition, governance guidelines, succession planning, and board/committee self-evaluations .
- Board attendance threshold met; board met 7x in 2024; governance documentation and codes disclosed on investor site .
- Director pay structure typical for newly public biotech: modest cash retainers with service-vested options; aggregate annual cap on director compensation .
- Safeguards: Audit Committee oversight of related-person transactions; no compensation committee interlocks; no family relationships among directors/executives .
- Watch items
- External interlock: Shared directorship at Sionna Therapeutics with UPB director H. Edward Fleming; monitor for any potential information flow or conflicts if Sionna becomes a customer/partner/competitor to UPB’s focus areas .
- Nominating & Corporate Governance Committee met once in 2024—acceptable for a small, newly public issuer but monitor future cadence as governance needs evolve .
- Director compensation is equity-heavy (2024: $216,910 options vs $40,516 cash), aligning incentives but potentially increasing sensitivity to stock price volatility; consistent with policy .
RED FLAGS observed: None disclosed specific to Dr. Ruddy (no related-party transactions, no low attendance, no family relationships). Hedging is prohibited; policy discusses pledging/margin risks; Audit Committee screens related-person transactions .