Rand Sutherland
About Rand Sutherland
E. Rand Sutherland, M.D., is Chief Executive Officer of Upstream Bio and a Class III director since April 2024; age 55 as of April 14, 2025 . He holds a B.A. (Oberlin), M.P.H. (Harvard School of Public Health), and M.D. (University of Chicago), with residency at UCSF (Chief Medical Resident) and fellowship in Pulmonary & Critical Care at University of Colorado . Prior roles include President of Translate Bio (until its acquisition by Sanofi in September 2021) and senior leadership at Sanofi Genzyme; he previously led NIH-funded translational research in severe asthma at National Jewish Health/University of Colorado . Under his tenure, UPB reported positive Phase 2 top-line results for verekitug in CRSwNP, meeting the primary endpoint (NPS reduction -1.8; p<0.0001) and key secondaries, and he signed the September 2, 2025 8‑K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seeker Biologics Inc. | Chief Executive Officer | May 2022–June 2023 | Led private biotech CEO transition; strategic portfolio building |
| Translate Bio, Inc. | President | Mar 2021–Sept 2021 | Managed through acquisition by Sanofi; mRNA platform scaling |
| Sanofi/Sanofi Genzyme | SVP & Global Head, Medical Affairs; prior R&D/MA roles | Feb 2014–Mar 2021 | Global medical affairs leadership; severe respiratory portfolio |
| National Jewish Health / Univ. of Colorado | Professor; Chief of Pulmonary & Critical Care | — | Led NIH-funded translational research in severe asthma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Krystal Biotech, Inc. | Director | Since Jan 2022 | Public company board service |
| Allakos Inc. | Director | Aug 2023–May 2024 | Prior public company board; ended May 2024 |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual Base Salary | $630,000 |
| Salary Earned (partial year) | $407,955 |
| Target Bonus % | 50% of base |
| Actual Bonus Paid | $315,000 (100% of goals achieved) |
| 401(k) Employer Match | $10,350 |
Performance Compensation
| Component | Grant/Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Corporate milestones (program advancement, financing strategies) | 50% of base | 100% achievement; $315,000 paid Q1 2025 | N/A |
| Stock Options (Grant 1) | 866,704 options @ $5.69; VC date 04/01/2024; Exp 04/03/2034 | N/A | Grant-date fair value included in $8,375,648 total options value | 25% at 1-year cliff; 75% monthly thereafter |
| Stock Options (Grant 2) | 1,053,799 options @ $6.59; VC date 04/05/2024; Exp 04/24/2034 | N/A | Grant-date fair value included in $8,375,648 total options value | 25% at 1-year cliff; 75% monthly thereafter |
| Total Option Awards (FY24) | Aggregate grant-date fair value | — | $8,375,648 | As noted above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/14/2025) | 591,396 shares via options exercisable within 60 days; 1.09% of shares outstanding |
| Outstanding Options (12/31/2024) | 866,704 unexercisable @ $5.69 exp 04/03/2034; 1,053,799 unexercisable @ $6.59 exp 04/24/2034 |
| Vested vs Unvested | As of 12/31/2024, awards shown as unexercisable; cliff/monthly vesting applies thereafter |
| Pledging/Hedging Policy | Insider trading policy prohibits short sales, derivative transactions, and hedging; highlights risks of margin/pledged securities; Rule 10b5‑1 plan permitted |
| Clawback Policy | 3-year recovery of incentive-based compensation upon restatement per SEC/Nasdaq rules |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; base salary and target bonus per compensation terms; eligible for Severance Plan |
| Severance (non‑CIC) | CEO: 12 months base salary + monthly employer health contribution; subject to release and covenants |
| Change-in-Control (CIC) | CEO: lump sum 18 months base salary + 1.5x target bonus + employer health contribution for CIC period + full acceleration of time-based unvested equity upon qualified termination during CIC period (double trigger) |
| Tax Gross-ups | None disclosed; 280G/4999 excise tax cutback to maximize after-tax benefit |
| Non-compete/Non-solicit | Restrictive covenants referenced; specifics not disclosed |
| Clawback/Insider Trading | As above under Equity Alignment |
Board Governance
- Role: CEO and director (Class III term ends at 2027 annual meeting) .
- Independence: Board determined all directors are independent except Dr. Sutherland due to management role .
- Chair structure: Chair is Ronald C. Renaud; roles of Chair and CEO are separated, supporting oversight independence .
- Committees: Audit (Beckman, Fleming, Ratcliffe; Beckman as chair) ; Compensation (Chimovits, Ratcliffe, Renaud; Renaud as chair) ; Nominating & Corporate Governance (Chimovits, Fleming, Ruddy; Ruddy as chair) . Dr. Sutherland is not listed on these committees .
- Attendance: Board met seven times in 2024; all directors attended ≥75% of meetings/committee meetings .
- Director Compensation: CEO receives no additional board compensation .
Director Compensation (for context)
| Component | Policy/2024 Details |
|---|---|
| Cash Retainers | Board member $40,000; additional $30,000 for non-executive chair; committee member/chair retainers per policy |
| Equity Grants | Initial option 34,681 shares (monthly vest over 3 years); Annual option 17,096 shares (vest by next annual meeting/1 year); accelerated vesting upon “sale event” |
| Cap | $1,000,000 first calendar year; $750,000 thereafter (cash+equity) |
| CEO Board Pay | None (no separate director compensation) |
Performance & Track Record
- CRSwNP Phase 2 VIBRANT: Met primary endpoint NPS (-1.8 placebo-adjusted; p<0.0001) and key secondary NCS (-0.8; p=0.0003); reduced surgery/systemic corticosteroid need; no SAEs; webcast and press release issued Sept 2, 2025 .
- Pipeline strategy: Phase 2 severe asthma ongoing; COPD Phase 2b planning; approach leverages TSLP receptor antagonism with extended dosing intervals .
- Market framing: Addresses large biologics markets in severe respiratory diseases; competitive differentiation via receptor targeting and dosing .
Risk Indicators & Red Flags
- Hedging/derivatives prohibited; margin/pledged share risks noted in policy; no explicit pledging prohibition disclosed .
- Clawback policy in place consistent with SEC/Nasdaq .
- Legal proceedings: No material proceedings disclosed for directors/officers .
- Option repricing/modification: Not disclosed for Dr. Sutherland; prior CEO separation included option acceleration and exercise extension per agreement terms .
- Say-on-Pay: As an emerging growth company, UPB is not required to conduct say‑on‑pay or pay vs. performance disclosures .
Compensation Structure Analysis
- Mix: High equity component via multi-million-dollar option grants aligns with long-term value creation and retention; base salary mid-market for biotech CEOs .
- Metrics: 2024 bonus tied to corporate milestones (program advancement and financing), paid at 100%—consistent with IPO year execution and clinical progress .
- Equity Vesting: 25% cliff at one year followed by monthly vesting increases near-term vesting events; double‑trigger CIC acceleration reduces retention risk through a transaction .
- Consultant: Compensation committee engages Alpine Rewards as independent advisor; attends executive sessions; reports to the committee .
Insider Trading Activity and Selling Pressure
- Section 16 filings catalog show Form 3s around IPO and later administrative updates; no Form 4 transactions were found in the available document list for UPB through the end of 2025 in this corpus (indicative; absence in filings list is not definitive for all dates) . Vesting cliffs in April 2025 likely increased eligible vested shares, but reported sales are not observed in provided documents .
Investment Implications
- Alignment: Significant unexercised options and >1% beneficial ownership via near-term exercisables align CEO incentives with equity appreciation; hedging bans and clawback strengthen alignment .
- Retention: Standard biotech CEO severance and robust CIC package (18 months base + 1.5x target bonus + full time‑based equity acceleration upon qualified termination) mitigate transition risk in strategic events .
- Execution Signals: 100% bonus payout on 2024 milestones and strong Phase 2 CRSwNP results under Sutherland support credibility in clinical execution; continued asthma/COPD development is the key lever for value creation .
- Governance: Separation of Chair/CEO, independent committees, and CEO not serving on key committees reduce dual‑role and independence concerns despite management’s board seat .