DEF 14A of Upstream Bio, Inc., Apr 17, 2025

DEF 14A of Upstream Bio, Inc.

Filed Apr 17, 2025 · FY20240000950170-25-055372

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the class I directors are Erez Chimovits, M.B.A., M.Sc. and Marcella Kuhlman Ruddy, M.D., M.S., and their terms will expire at the Annual Meeting; • the class II directors are H. Edward Fleming, Jr., M.D. and Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A., and their terms will expire at the annual meeting of stockholders to be held in 2026; and • the class III directors are E. Rand Sutherland, M.D., Ronald C. Renaud, Jr., M.B.A. and Daniella Beckman, and their terms will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. This year, the term of our class I directors, Mr. Chimovits and Dr. Ruddy, is expiring. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the outstanding shares then entitled to vote at an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of our directors then in office, even if less than a quorum. In selecting board members, we identify members who (i) possess relevant experience and expertise to enable him or her to be able to offer germane advice and guidance to management; (ii) have proven achievement and competence in his or her field; (iii) have the ability to exercise sound business judgment; (iv) have an understanding of the fiduciary responsibilities required of a director; (v) are committed to devoting time and energy to the affairs of the Company; (vi) have a diverse personal background, perspective and experience; (vii) are committed to vigorously representing the long-term interests of the Company’s stockholders; and (viii) have the highest personal integrity and ethics. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Upstream Bio and our board of directors.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees, their positions and offices, the year of commencement of their service with us, and their ages as of April 14, 2025:

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Upstream Bio | Director Since | Age | | Erez Chimovits, M.B.A., M.Sc. | Director | 2021 | 61 | | Marcella Kuhlman Ruddy, M.D., M.S. | Director | 2023 | 62 |

  4. Nominees for Election as Class I Directors

    Erez Chimovits, M.B.A., M.Sc. has served on our board of directors since October 2021. Mr. Chimovits is a Partner at OrbiMed, an investment firm, where he has served in various roles of increasing responsibility since November 2010. Mr. Chimovits previously served on the boards of directors of Adicet Bio, Inc. from January 2016 until March 2021, BiomX, Inc. from December 2015 until October 2020, LogicBio Therapeutics, Inc. from January 2016 until December 2020, and Novus Therapeutics, Inc. (now Eledon Pharmaceuticals, Inc) from June 2017 until September 2020. Mr. Chimovits served as Chief Executive Officer of NasVax Ltd. (now SciSparc Ltd.) from January 2007 to November 2010. Previously, Mr. Chimovits served as President of Compugen USA Inc., a subsidiary of Compugen Ltd., from January 2001 to January 2007, and as Executive Vice President in Commercial Operations from December 1999 to January 2007. Mr. Chimovits holds an M.B.A., M.Sc. in Microbiology, and B.Sc. from Tel Aviv University. We believe Mr. Chimovits is qualified to serve as a member of our board of directors because of his professional background in the biopharmaceutical industry. Marcella Kuhlman Ruddy, M.D., M.S. has served on our board of directors since January 2023. Since July 2021, Dr. Ruddy has served as Chief Medical Officer at Tectonic Therapeutic, Inc. From June 2016 until June 2021, Dr. Ruddy was at Regeneron Pharmaceuticals, Inc. where she was the Head of Clinical Development for the Immunology/Inflammation Therapeutic Area. Previously, Dr. Ruddy held positions of increasing responsibility, including Head of Early Clinical Development for Immunology, from November 2004 until June of 2014 at Merck & Company, Inc. (“Merck”). From November 2015 until June 2016, Dr. Ruddy served as Vice President, Clinical Development and Head of Pharmacovigilance at Alnylam Pharmaceuticals, Inc. From June 2014 until November 2014, Dr. Ruddy served as Vice President of Clinical Immunology at EMD Serono, Inc., Merck’s healthcare business. From June 1996 until October 2004, Dr. Ruddy held a staff position in the Pulmonary Unit at Massachusetts General Hospital/Harvard Medical School where she founded and directed the Adult Cystic Fibrosis Program. Dr. Ruddy has served on the board of directors of Sionna Therapeutics, Inc. (“Sionna Therapeutics”) since January 2025. Dr. Ruddy holds a B.A. from Princeton University and a M.D. and M.S. from Washington University, St. Louis and completed her Internal Medicine and Pulmonary fellowship training at Harvard Medical School affiliated hospitals. We believe Dr. Ruddy is qualified to serve as a member of our board of directors because of her extensive experience in both drug development and the biopharmaceutical industry. The proxies will be voted in favor of the above nominees unless a contrary specification is made on the proxy. The nominees have indicated a willingness to continue to serve as directors, if elected. If any nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors, and sets forth their positions and offices, the year of commencement of their service with us, and their ages as of April 14, 2025:

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Upstream Bio | Director Since | Class and Year in Which Term Will Expire | Age | | H. Edward Fleming, Jr., M.D. | Director | 2023 | Class II – 2026 | 62 | | Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. | Director | 2021 | Class II – 2026 | 61 | | E. Rand Sutherland, M.D. | Chief Executive Officer and Director | 2024 | Class III – 2027 | 55 | | Ronald C. Renaud, Jr., M.B.A. | Director | 2021 | Class III – 2027 | 56 | | Daniella Beckman | Director | 2024 | Class III – 2027 | 46 |

  7. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 Annual Meeting) H. Edward Fleming, Jr., M.D. has served on our board of directors since June 2023. Since November 2022, Dr. Fleming has served as the Executive Vice President of Enavate Sciences where he works closely to invest in and build therapeutic companies. From January 1997 until August 2022, Dr. Fleming held multiple positions at McKinsey & Company (“McKinsey”), most recently as Senior Partner and global leader of McKinsey’s research and development practice. Dr. Fleming has served on the boards of directors of CRISPR Therapeutics AG since June 2021 and Sionna Therapeutics since March 2024. Dr. Fleming holds a B.A. in Chemistry from Harvard University, his M.D. from Vanderbilt University, and completed internal medicine training at Johns Hopkins Hospital and subspecialty training in Pulmonary and Critical Care Medicine at the University of California, San Francisco. We believe Dr. Fleming is qualified to serve on our board of directors because of his experience in the healthcare industry, including working closely with biopharmaceutical companies on strategy, operational performance and research and development innovation. Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. has served on our board of directors since October 2021. Since April 2019, Dr. Ratcliffe has served as Head of Biotechnology at Access Industries, a privately held industrial group. From September 2008 until March 2019, Dr. Ratcliffe held various positions at New Leaf Venture Partners, most recently as Managing Director. From January 1997 until August 2008, Dr. Ratcliffe was Worldwide Head of Clinical Research and Development at Pfizer Inc. Dr. Ratcliffe has served as a member of the boards of directors of Disc Medicine, Inc. since September 2019 and Eliem Therapeutics, Inc. since October 2019. Previously, Dr. Ratcliffe served as a member of the boards of directors of Arvinas, Inc. from October 2015 until August 2022, Passage Bio, Inc. from September 2019 until March 2022, Unum Therapeutics, Inc. from March 2018 until April 2019, Deciphera Pharmaceuticals, Inc. from September 2017 until March 2019, Aptinyx, Inc. from June 2018 until April 2019 and Edge Therapeutics, Inc. (now PDS Biotechnology Corp.) from October 2015 until November 2018. Dr. Ratcliffe holds an M.B.Ch.B. and a Ph.D. in immunology from University of Cape Town and an M.B.A. from the University of Michigan. We believe Dr. Ratcliffe is qualified to serve as a member of our board of directors because of his extensive clinical development and venture capital experience in the life sciences industry.

  8. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) E. Rand Sutherland, M.D. has served as our Chief Executive Officer and on our board of directors since April 2024. From May 2022 until June 2023, Dr. Sutherland served as Chief Executive Officer of Seeker Biologics Inc., a privately held biotechnology company. Dr. Sutherland served as President of Translate Bio, Inc. (“Translate Bio”) from March 2021 until its acquisition by Sanofi in September 2021. From February 2014 to March 2021, Dr. Sutherland served in various research and development and medical affairs roles at Sanofi, most recently as Senior Vice President and Global Head of Medical Affairs for Sanofi Genzyme from July 2018 to March 2021. Previously, Dr. Sutherland was Professor of Medicine at the University of Colorado and Chief of Pulmonary and Critical Care Medicine at National Jewish Health in Denver, where he treated patients and led an NIH-funded translational research program in severe asthma. Dr. Sutherland has served as a director of Krystal Biotech, Inc. since January 2022. He previously served on the board of directors of Allakos Inc. from August 2023 until May 2024. Dr. Sutherland holds a B.A. from Oberlin College, an M.P.H. from the Harvard School of Public Health and an M.D. from the University of Chicago. Dr. Sutherland completed his post-doctoral training in Internal Medicine at the University of California, San Francisco, where he also served as Chief Medical Resident, followed by a fellowship in Pulmonary and Critical Care Medicine at the University of Colorado. We believe Dr. Sutherland is qualified to serve as a member of our board of directors because of his scientific and professional background, and his familiarity with our Company as Chief Executive Officer. Ronald C. Renaud, Jr., M.B.A. is Chair of our board of directors and has served on our board of directors since November 2021. Since October 2024, Mr. Renaud has served as President and Chief Executive Officer and a member of the board of directors at Kailera Therapeutics, Inc. Prior to this, Mr. Renaud served as President and Chief Executive Officer and a member of the board of directors of Cerevel Therapeutics Holdings, Inc. from June 2023 until August 2024. Prior to this, Mr. Renaud was a partner at Bain Capital Life Sciences from September 2022 through June 2023. Prior to this, he served as Chair and Chief Executive Officer of Translate Bio from 2014 until its acquisition by Sanofi in September 2021. Prior to this, Mr. Renaud was at Idenix Pharmaceuticals, Inc. from 2007 through 2014, where he served as Chief Financial Officer, Chief Business Officer and, finally, President and Chief Executive Officer at the time of its acquisition by Merck. Prior to this, Mr. Renaud was a biotechnology equity research analyst at J.P. Morgan, Schwab Soundview and Bear Stearns from January 2000 until February 2006. Mr. Renaud also served in various positions at Amgen Inc. from April 1994 until December 1999. Mr. Renaud previously served on the boards of Atara Biotherapeutics, Inc. from April 2020 until December 2022, Ikena Oncology, Inc. from March 2018 until December 2022, Chimerix, Inc. from December 2014 until November 2021, and Akebia Therapeutics, Inc. from September 2014 until December 2018. Mr. Renaud holds a B.A. from St. Anselm College and an M.B.A. from the Marshall School of Business at the University of Southern California. We believe Mr. Renaud is qualified to serve on our board of directors because of his leadership and management experience and his extensive knowledge of the biopharmaceutical industry. Daniella Beckman has served on our board of directors since October 2024. Ms. Beckman has served as the Chief Financial Officer of Tango Therapeutics, Inc. since September 2019, where she previously served as interim Chief Financial Officer from October 2016 to September 2019. From November 2015 to September 2019, she provided consulting and interim chief financial officer services for early-stage biotechnology companies. From June 2011 until August 2014, Ms. Beckman served as Chief Financial Officer of Idenix Pharmaceuticals, Inc., where she previously served as Corporate Controller from March 2008 until June 2011. Ms. Beckman has served on the boards of directors of Blueprint Medicines Corporation since December 2021 and Vor Biopharma Inc. since July 2020, and previously served on the boards of directors of 5:01 Acquisition Corp. from October 2020 to October 2022 and Translate Bio from October 2017 to September 2021. Ms. Beckman holds a B.S. from Boston University. We believe Ms. Beckman is qualified to serve as a member of our board of directors because of her financial expertise and leadership experience in the biopharmaceutical industry.

  9. Director Compensation

    Director Compensation

  10. 2024 Director Compensation Table

    2024 Director Compensation Table The following table presents the total compensation paid by us to non-employee members of our board of directors during the fiscal year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the members of our board of directors in 2024 for their services as members of the board of directors. Dr. Sutherland, our Chief Executive Officer, does not, and Ms. Truex, our former Chief Executive Officer, did not, receive any compensation from us for their service on our board of directors. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Dr. Sutherland and Ms. Truex as an employee for the year ended December 31, 2024.

  11. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards($)(1) | Total ($) | | Ronald C. Renaud, Jr., M.B.A.(2) | 80,440 | 735,852 | 816,292 | | Marcella Kuhlman Ruddy, M.D., M.S.(3) | 40,516 | 216,910 | 257,426 | | H. Edward Fleming, Jr., M.D.(4) | 11,556 | 216,910 | 228,466 | | Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A.(5) | 11,776 | 216,910 | 228,686 | | Erez Chimovits, M.B.A., M.Sc.(6) | 11,226 | 216,910 | 228,136 | | Danielle Beckman(7) | 12,106 | 446,876 | 458,982 | | Andy Wardle, M.B.Ch.B., M.B.A.(8)(9) | — | — | — | | Atshushi Sugita, M.B.A.(8)(10) | — | — | — | | Dayton Misfeldt(8)(11) | — | — | — |

  12. 2024 Director Compensation Table

    (1) Amounts reflect the aggregate grant date fair value of option awards granted during 2024 in accordance with our Non-employee Director Compensation Policy, described below, calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in the grant date fair value of the awards in this column are described in Note 10 to our audited financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the options or any sale of the underlying shares of common stock. (2) Mr. Renaud held options to purchase 443,497 shares as of December 31, 2024. (3) Dr. Ruddy held options to purchase 81,237 shares as of December 31, 2024. (4) Dr. Fleming held options to purchase 17,096 shares as of December 31, 2024. (5) Dr. Ratcliffe held options to purchase 17,096 shares as of December 31, 2024. (6) Mr. Chimovits held options to purchase 17,096 shares as of December 31, 2024. (7) Ms. Beckman joined the board of directors in October 2024. Ms. Beckman held options to purchase 34,681 shares as of December 31, 2024. (8) The director resigned from the board of directors effective immediately prior to our initial public offering. (9) Dr. Wardle held no shares as of December 31, 2024. (10) Mr. Sugita held no shares as of December 31, 2024. Mr. Misfeldt held no shares as of December 31, 2024.

  13. Non-Employee Director Compensation

    Non-Employee Director Compensation In connection with our initial public offering in October 2024, we adopted a non-employee director compensation policy in order to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors will be eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:

  14. Non-Employee Director Compensation

    | Annual Retainer for Board of Directors | | | Members | $40,000 | | Additional retainer for non-executive chair | $30,000 | | Audit Committee: | | | Members (other than chair) | $15,000 | | Retainer for chair | $7,500 | | Compensation Committee | | | Members (other than chair) | $12,000 | | Retainer for chair | $6,000 | | Nominating and Corporate Governance Committee | | | Members (other than chair) | $10,000 | | Retainer for chair | $5,000 |

  15. Non-Employee Director Compensation

    In addition, the non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted a one-time stock option award to purchase 34,681 shares of our common stock (the “Initial Grant”). The Initial Grant will vest in equal monthly installments over three years from the date of grant, subject to continued service on our board through the applicable vesting date. The Initial Grant will expire ten years from the date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director (other than a director receiving an Initial Grant) following such meeting will be granted an annual stock option award to purchase 17,096 shares of our common stock (the “Annual Grant”). The Annual Grant will vest in full upon the earlier of the following annual meeting of the stockholders or the first anniversary of the date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. Finally, upon the effectiveness of the registration statement with respect to our initial public offering, each non-employee director then serving on our board (except Daniella Beckman who received an Initial Grant upon her appointment to the board of directors) received an Annual Grant, which shall vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders. All awards granted under the non-employee director compensation policy will vest in full upon the occurrence of a “sale event” as defined in our 2024 stock option and incentive plan. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the board of directors and committees thereof.

  16. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding our future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion. As an emerging growth company and smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. The compensation provided to our named executive officers for the fiscal year ended December 31, 2024 is detailed in the 2024 Summary Compensation Table and accompanying footnotes and narrative that follow. Our named executive officers for the fiscal year ended December 31, 2024 are: E. Rand Sutherland, M.D., our Chief Executive Officer; Michael Paul Gray, M.B.A., our Chief Financial Officer and Chief Operating Officer; Allison Ambrose, J.D., our Sr. Vice President, General Counsel; and Samantha Truex, our Former Chief Executive Officer*. * Ms. Truex stepped down as our Chief Executive Officer in March 2024. To date, the compensation of our named executive officers has consisted of a combination of base salary, cash bonuses and long-term incentive compensation in the form of stock options. Our named executive officers, like all of our full-time employees, are eligible to participate in our health and welfare benefit plans and 401(k) plan.

  17. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows the total compensation earned by, or paid to, our named executive officers for services rendered to us in all capacities during the fiscal year ended December 31, 2024 and, if applicable, the fiscal year ended December 31, 2023.

  18. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | E. Rand Sutherland, M.D. | 2024 | 407,955 | — | 8,375,648 | 315,000 | 10,350 | 9,108,953 | | Chief Executive Officer(4) | | | | | | | | | Michael Paul Gray, M.B.A. | 2024 | 352,667 | — | 2,401,910 | 184,000 | — | 2,938,577 | | Chief Financial Officer and Chief Operating Officer(5) | | | | | | | | | Allison Ambrose, J.D. | | | | | | | | | Sr. Vice President, General Counsel(6) | 2024 | 17,292 | 42,500(7) | 1,474,045 | — | — | 1,533,837 | | Samantha Truex | 2024 | 113,208 | — | 120,381(9) | — | 638,917(10) | 872,507 | | Former Chief Executive Officer(8) | 2023 | 475,000 | — | 943,227 | 235,125 | 9,900 | 1,663,252 |

  19. 2024 Summary Compensation Table

    (1) The amounts reported in this column represent the aggregate grant date fair value of stock options granted to the named executive officers during the applicable fiscal year, as calculated in accordance with FASB ASC Topic 718. Such grant date value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in the grant date fair value of the awards in this column are described in Note 10 to our audited financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock option awards or any sale of the underlying shares. These awards are described in more detail under “Narrative Disclosure to Summary Compensation Table – Equity-Based Compensation” below. (2) The amounts reported represent annual performance bonuses earned based on achievement of company performance during the year ended December 31, 2024. For more information on these bonuses, see description of the annual performance bonuses under the section titled “Narrative Disclosure to Summary Compensation Table—2024 Cash Bonuses” below. (3) The amounts reported represent an employer matching contribution on the employee’s behalf under our 401(k) plan. Dr. Sutherland commenced employment as our Chief Executive Officer in April 2024. Accordingly, the salary reported represents the salary earned for his partial year of employment. Mr. Gray commenced employment as our Chief Financial Officer and Chief Operating Officer in March 2024. Accordingly, the salary reported represents the salary earned for his partial year of employment Ms. Ambrose commenced employment as our Sr. Vice President, General Counsel in December 2024. Accordingly, the salary reported represents the salary earned for her partial year of employment. In addition, due to her commencement date in December, Ms. Ambrose was not eligible to earn a cash bonus for 2024. (7) The amount reported represents a signing bonus paid to Ms. Ambrose in connection with the commencement of her employment pursuant to the terms of her employment agreement, as described below under “Executive Compensation Arrangements-- Employment Agreements.” (8) Ms. Truex ceased being our Chief Executive Officer in March 2024. (9) Amounts include the incremental fair value associated with the acceleration of options and extension of the exercise period of Ms. Truex’s stock options in connection with the termination of her employment, as described below under “Executive Compensation Arrangements—Separation Agreement with Samantha Truex.” (10) Amounts include compensation Ms. Truex received in connection with her termination of employment: (i) $380,792 of salary continuation, (ii) $222,300 representing her target bonus, (iii) $23,176 in COBRA continuation and (iv) $9,871 in reimbursement of legal fees, as described below under “Executive Compensation Arrangements—Separation Agreement with Samantha Truex.” Additionally, amount includes $2,779 for an employer matching contribution on the employee’s behalf under our 401(k) plan.

  20. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2024. Equity awards granted prior to our initial public offering were under our 2021 Stock Option and Grant Plan (as amended from time to time, the “2021 Plan”) and equity awards granted following our initial public offering were granted under our 2024 Stock Option and Incentive Plan (the “2024 Plan”).

  21. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards(1) | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | E. Rand Sutherland, M.D. | 04/01/2024 | — | 866,704 | 5.69 | 04/03/2034 | | | 04/05/2024 | — | 1,053,799 | 6.59 | 04/24/2034 | | Michael Paul Gray, M.B.A. | 03/26/2024 | — | 445,040 | 5.69 | 03/26/2034 | | | 04/05/2024 | — | 152,450 | 5.69 | 03/26/2034 | | Allison Ambrose, J.D. | 12/16/2024 | — | 100,000 | 19.01 | 12/15/2034 | | Samantha Truex | 10/13/2021 | 368,490 | — | 3.45 | 03/22/2026 | | | 02/14/2023 | 116,255 | — | 3.45 | 03/22/2026 | | | 03/02/2023 | 9,563 | — | 4.27 | 03/22/2026 | | | 08/10/2023 | 38,245 | — | 4.87 | 03/22/2026 |

  22. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) Each stock option vests as follows: 25% of the shares subject to the stock option vested on the one year anniversary of the vesting commencement date, and the remaining 75% of the shares subject to the stock option vest on a monthly basis thereafter, in each case, subject to the NEO’s continuous service relationship with the company through each applicable vesting date. Each stock option is subject to acceleration in the event of a qualified termination within the change in control period, as described below under “—Executive Compensation Arrangements—Executive Severance Plan.”