Upstream Bio (UPB) executive compensation, 2026 proxy

E. Rand Sutherland, M.D., Chief Executive Officer, was paid $4.3M in fiscal 2025, down 53% from $9.1M the year before.

Filed
April 16, 2026
Annual meeting
June 9, 2026
Pay year
fiscal 2025
Named executives
3
CEO total pay
$4.3M-53% vs prior year
CEO 2025 Salary
$650,000Annual base salary
2025 Corporate Goal Achievement
105%Determined by board of directors
CFO/COO 2025 Total Pay
$1,993,437Michael Paul Gray
CMO 2025 Total Pay
$1,830,916Aaron Deykin

How M.D. was paid

$4.3M in total for fiscal 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary15%Option awards77%Non-equity incentive8%All other compensation0%

Named executive officers

ExecutiveTotal
E. Rand Sutherland, M.D.Chief Executive Officer$4,302,100
Michael Paul Gray, M.B.A.Chief Financial Officer and Chief Operating Officer$1,993,437
Aaron Deykin, M.D.Chief Medical Officer and Head of Research and Development$1,830,916

What changed and why

  • $4.3MCEO total compensation decreased to $4,302,100 in fiscal 2025 from $9,108,953 in fiscal 2024.
  • $3.3MOption awards for the CEO totaled $3,300,350 during fiscal 2025.
  • 105%The board determined that the company achieved 105 percent of corporate goals for 2025.
  • Executive compensation is structured around base salary, annual cash bonuses, and stock options.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.