Michael Paul Gray
About Michael Paul Gray
Michael Paul Gray, 54, is Upstream Bio’s Chief Financial and Operating Officer (principal financial and accounting officer) since March 2024, with prior CFO/COO roles at Carmot Therapeutics, Imara, Arsanis, and senior finance/business roles at Curis; he holds a B.S. in accounting from Bryant College and an M.B.A. from Babson’s F.W. Olin Graduate School of Business . As principal financial officer, Gray certifies SOX 302/906 on UPB’s 10-Qs, underscoring accountability for internal controls and financial reporting . Executive bonuses for 2024 were tied to corporate milestones focused on program advancement and financing, with the board determining 100% goal achievement and awarding Gray a $184,000 bonus in Q1 2025; as an EGC, UPB does not provide pay-versus-performance disclosures (no TSR/ROIC tables) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carmot Therapeutics, Inc. | Chief Financial Officer & Chief Operating Officer | Jun 2023 – Feb 2024 | CFO/COO through pre-acquisition phase; finance and operations leadership |
| Imara, Inc. | Chief Financial Officer & Chief Operating Officer | Apr 2019 – Mar 2023 | Led finance/ops during strategic transitions in hematology |
| Arsanis, Inc. | Chief Financial Officer & Chief Operating Officer | Mar 2016 – Mar 2019 | CFO/COO through clinical-stage strategic actions |
| Curis, Inc. | Chief Financial Officer & Chief Business Officer (earlier senior roles) | Feb 2013 – Feb 2016 (latest role) | Corporate finance and BD leadership in oncology platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Therapeutics Acquisition Corporation | Director | May 2020 – Jul 2021 | SPAC governance/transaction oversight in biotech |
Fixed Compensation
| Metric (2024) | Value |
|---|---|
| Annual Base Salary | $460,000 |
| Target Bonus % of Base | 40% |
| Actual Bonus Paid | $184,000 (100% of corporate goals achieved; paid Q1 2025) |
| Option Awards (Grant-Date Fair Value) | $2,401,910 |
| Total Compensation | $2,938,577 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate milestones (program advancement; financing) | Not disclosed | 40% of base for Gray | 100% achievement (Q4 2024 determination) | $184,000 cash | Paid Q1 2025 |
- Compensation consultant: Alpine Rewards engaged by the Compensation Committee; advisors report to committee (not management) .
- Clawback: UPB maintains an SEC/Nasdaq-compliant compensation recovery policy requiring recovery of incentive-based pay upon a material restatement (3-year lookback) .
- Insider trading policy: Prohibits short sales, derivatives, and hedging transactions; highlights risks of margin/pledging, though pledging prohibition is not expressly stated .
- Rule 10b5‑1 plans: Allowed with appropriate controls (plans adopted when not in possession of MNPI) .
Equity Ownership & Alignment
| Ownership Item | Amount / Status |
|---|---|
| Beneficial ownership (shares) | 186,453 shares via options exercisable within 60 days of April 14, 2025 |
| Ownership % of outstanding | <1% |
| Stock ownership guidelines | Not disclosed in proxy |
| Hedging/derivatives | Prohibited under insider trading policy |
| Pledging/margin use | Policy highlights risks; no pledging disclosure for Gray |
Outstanding Equity Awards (as of 12/31/2024)
| Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/26/2024 | — | 445,040 | 5.69 | 03/26/2034 |
| 04/05/2024 | — | 152,450 | 5.69 | 03/26/2034 |
- Standard vesting: 25% at 1-year anniversary of vesting start; remaining 75% monthly thereafter, subject to continuous service .
- Change-in-control acceleration: Full acceleration of time-based unvested equity upon qualifying termination within CIC period under Executive Severance Plan .
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | CFO & COO since March 2024 |
| Base Salary & Bonus Target | $460,000 base; 40% target bonus |
| Severance (non‑CIC) | 9 months base salary + company health contribution continuation for CFO/COO on qualifying termination (without cause/for good reason) |
| Severance (CIC period) | Lump sum 12 months base + 1.0x target bonus + company health contribution for CIC period; full acceleration of time‑based unvested equity |
| Clawback | Mandatory recovery of incentive-based compensation upon material restatement (SEC/Nasdaq compliant) |
| Insider Trading / 10b5‑1 | Hedging/derivatives prohibited; 10b5‑1 plans permitted under policy controls |
| Indemnification | Individual indemnification agreements for directors and executive officers (Delaware law maximum) |
| Legal proceedings | No material legal proceedings adverse to UPB involving executive officers |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid at 100% reflects achievement of program/financing milestones, indicating operational execution; equity grants are time-based options that incentivize retention rather than strict performance outcomes .
- Retention and CIC economics: Non‑CIC severance of 9 months base and CIC package of 12 months base plus 1.0x target bonus with full acceleration of time-based equity reduce turnover risk but could create event-driven selling pressure if a CIC occurs and awards accelerate .
- Ownership alignment: Beneficial ownership is <1%, with vested options of 186,453 shares, suggesting alignment is predominantly via options rather than substantial common stock holdings; hedging prohibitions support alignment, and no pledging disclosure is provided .
- Governance and risk: SOX certifications by Gray underscore accountability for controls; presence of clawback policy and independent comp consultant mitigate governance risk, though EGC status limits pay-versus-performance transparency .