Ronald Renaud
About Ronald C. Renaud, Jr.
Ronald C. Renaud, Jr. is the independent, non‑executive Chair of Upstream Bio’s board, serving since November 2021; he is a Class III director with a term expiring at the 2027 annual meeting and was 56 years old as of April 14, 2025 . He is currently President & CEO and a director at Kailera Therapeutics, Inc. (since October 2024), and previously served as President & CEO of Cerevel Therapeutics Holdings, Inc. (June 2023–August 2024), partner at Bain Capital Life Sciences (September 2022–June 2023), Chair & CEO of Translate Bio (2014–2021), with earlier roles at Idenix (CFO, CBO, then CEO; 2007–2014), J.P. Morgan/Schwab Soundview/Bear Stearns (biotech equity research analyst; 2000–2006), and Amgen (1994–1999) . He holds a B.A. from St. Anselm College and an M.B.A. from USC Marshall . The board has affirmatively determined he is independent under Nasdaq and SEC rules (all directors except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Translate Bio | Chair & Chief Executive Officer | 2014–Sep 2021 | Led through acquisition by Sanofi |
| Idenix Pharmaceuticals | CFO; Chief Business Officer; President & CEO | 2007–2014 | CEO at Merck acquisition; finance/BD leadership |
| J.P. Morgan; Schwab Soundview; Bear Stearns | Biotech Equity Research Analyst | Jan 2000–Feb 2006 | Sell‑side coverage experience |
| Amgen | Various positions | Apr 1994–Dec 1999 | Large‑cap biotech operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kailera Therapeutics, Inc. | President & CEO; Director | Since Oct 2024 | Current operating role |
| Cerevel Therapeutics Holdings, Inc. | President & CEO; Director | Jun 2023–Aug 2024 | Post‑SPAC neuroscience company leadership |
| Bain Capital Life Sciences | Partner | Sep 2022–Jun 2023 | Life sciences investing |
Board Governance
- Role: Non‑executive Chair of the Board; Class III director; independent under Nasdaq/SEC rules .
- Compensation Committee: Chair; members include Renaud, Erez Chimovits, and Liam Ratcliffe; all determined independent; met three times in FY2024 .
- Compensation consultant: Alpine Rewards engaged as independent advisor reporting to the committee; attends executive sessions when requested .
- Audit Committee: Chaired by Daniella Beckman; members Fleming and Ratcliffe; oversight of auditor independence and internal control .
- Nominating & Corporate Governance Committee: Chaired by Dr. Ruddy; members Chimovits and Fleming; met one time in FY2024 .
- Attendance: The full board met seven times in 2024; each director attended at least 75% of board and applicable committee meetings .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 80,440 | Actual cash paid for 2024 service |
| Annual Retainer – Board Member (policy) | 40,000 | Payable quarterly; prorated for partial year |
| Additional Retainer – Non‑Executive Chair (policy) | 30,000 | Incremental cash for board chair |
| Compensation Committee Chair Retainer (policy) | 6,000 | Chair retainer under policy |
| Compensation Committee Member Retainer (policy) | 12,000 | Member (other than chair) retainer (not applicable if chair) |
No meeting fees disclosed; committee cash is retainer‑based per policy .
Performance Compensation
| Metric/Grant | Amount / Terms | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|
| Option Awards – Grant Date Fair Value (2024) | 735,852 | Per underlying grants; time‑based | N/A (value reported under ASC 718) | N/A |
| Options Held (as of 12/31/2024) | 443,497 shares | Various (per director policy and prior grants) | N/A | N/A |
| Initial Director Grant (policy) | 34,681 options | Equal monthly over 3 years from grant | FMV at grant | 10 years from grant |
| Annual Director Grant (policy) | 17,096 options | Vests in full by next annual meeting or 1‑yr anniversary | FMV at grant | N/A |
| Change‑in‑Control Acceleration | All director awards vest in full upon “sale event” | Immediate at sale event | N/A | N/A |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; grants are time‑based options per policy .
Insider Trades (most recent Form 4)
| Filing Date | Transaction Date | Type | Securities | Price | Post‑Txn Ownership | Security |
|---|---|---|---|---|---|---|
| 2025‑06‑12 | 2025‑06‑10 | Award (Option) | 17,096 | 11.59 | 17,096 | Stock Option (Right to Buy) |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Atara Biotherapeutics, Inc. | Director | Apr 2020–Dec 2022 | Prior public board; immunology focus |
| Ikena Oncology, Inc. | Director | Mar 2018–Dec 2022 | Prior public board |
| Chimerix, Inc. | Director | Dec 2014–Nov 2021 | Prior public board |
| Akebia Therapeutics, Inc. | Director | Sep 2014–Dec 2018 | Prior public board |
- Investor interlocks on UPB’s board include OrbiMed (Chimovits) and Access Industries (Ratcliffe), whose affiliated entities participated in UPB financings and the IPO; Bain Capital Life Sciences‑affiliated entities also purchased IPO shares, though Renaud was no longer at Bain at the time (joined Sep 2022, departed Jun 2023; IPO Oct 2024) .
Expertise & Qualifications
- Leadership across public and private biopharma (Translate Bio, Idenix, Cerevel; current Kailera CEO), plus sell‑side research and big‑pharma operating background (Amgen), supporting strategic oversight and capital allocation .
- Formal training in business (M.B.A.) and broad industry networks; prior service on multiple public boards in therapeutics .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | As‑of | Notes |
|---|---|---|---|---|
| Ronald C. Renaud, Jr. | 271,951 | <1% (*) | April 14, 2025 | Total shares outstanding: 53,688,703 |
| Options Outstanding (holder) | 443,497 | N/A | Dec 31, 2024 | Total options held as of FYE |
UPB’s insider trading policy prohibits short sales, derivative transactions, and other hedging of company stock by directors; pledging/margin arrangements are discouraged due to risk, and no pledging by Renaud is disclosed .
Clawback policy compliant with SEC/Nasdaq requires recovery of incentive‑based compensation tied to financial measures for restatements within 3 years (primarily impacts executives, not directors) .
Governance Assessment
- Strengths: Independent non‑executive Chair role enhances board oversight separation from management; Renaud chairs an all‑independent Compensation Committee that uses an independent consultant (Alpine Rewards); 2024 attendance thresholds met; anti‑hedging/derivatives policy and clawback policy in place .
- Alignment: Director compensation emphasizes equity via options; Renaud held 443,497 options at 2024 year‑end and reported an annual grant of 17,096 options at the 2025 meeting, supporting skin‑in‑the‑game, though explicit director ownership guidelines are not disclosed .
- Watch items / RED FLAGS: Multiple board members have affiliations with significant shareholders (OrbiMed, Access/AI Upstream, Enavate), raising potential perception of investor‑aligned influence in financing and strategic decisions; however, UPB discloses independence determinations and committee independence under Nasdaq/SEC rules . Large option grants to directors (e.g., $735,852 grant‑date fair value for Renaud in 2024) can elevate dilution risk in early‑stage biotech, though awards are time‑based and capped by an annual director compensation limit policy .
- Process: Board committees have defined charters and publish oversight (e.g., Audit Committee report); UPB is an emerging growth company and not required to conduct say‑on‑pay or pay‑versus‑performance disclosures at this time .