Donald Nicholson
About Donald Nicholson
Donald Nicholson, Ph.D., age 67, serves as Executive Chairman and an independent director of Disc Medicine (IRON), having joined the board in April 2019; he is a Class III director with a term expiring at the 2026 annual meeting . A former CEO of Nimbus Therapeutics (2014–2018) and R&D leader at Merck (1998–2013), he holds a Ph.D. and Honors B.Sc. in Biochemistry from the University of Western Ontario and completed an MRC postdoctoral fellowship at the University of Munich; he is internationally recognized for work in apoptotic cell death . The board is currently chaired by Nicholson in an independent capacity, with the chair role separated from the CEO, enhancing oversight and independent director leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nimbus Therapeutics, LLC | Chief Executive Officer | Aug 2014 – Oct 2018 | Led biotech strategy and operations |
| Merck & Co. | Strategic/leadership roles across therapeutic areas | Apr 1998 – Jul 2013 | R&D leadership across multiple TAs; >150 publications |
External Roles
| Organization | Role | Tenure | Listing/Status |
|---|---|---|---|
| Generation Bio (GBIO) | Director | Current | Public, Nasdaq: GBIO |
| Muna Therapeutics | Director | Current | Private (biotech) |
| Matchpoint Therapeutics | Director | Current | Private (biotech) |
| NodThera | Director | Current | Private (biotech) |
| Kymera Therapeutics (KYMR) | Director | Nov 2017 – Nov 2022 | Public, Nasdaq: KYMR |
| Jnana Therapeutics | Director | Feb 2019 – Sep 2024 | Private (biotech) |
Board Governance
- Chair of the Board (independent); CEO and chair roles are separated to strengthen oversight and independent director leadership .
- Committee roles:
- Compensation Committee: Chair (members: Nicholson, Mona Ashiya, Kevin Bitterman); 4 meetings in FY2024; all members independent .
- Nominating & Corporate Governance Committee: Member (Chair: Kevin Bitterman; members: Bitterman, Ashiya, Nicholson, Ratcliffe); 1 meeting in FY2024; all members independent .
- Audit Committee: Not a member (members: William White [Chair, financial expert], Liam Ratcliffe, Mark Chin); 4 meetings in FY2024; all members independent .
- Independence: Board determined Nicholson (and all directors except CEO John Quisel and Georges Gemayel) are independent under Nasdaq/SEC rules; independent directors held four executive sessions in 2024 .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Policy Amount (USD) | Notes |
|---|---|---|
| Board Annual Retainer (Chair) | $150,000 | Independent chair of the board |
| Board Annual Retainer (Non-Chair) | $40,000 | Applies to non-chair directors |
| Audit Committee Retainer (Chair/Member) | $20,000 / $10,000 | Annual cash |
| Compensation Committee Retainer (Chair/Member) | $15,000 / $7,500 | Annual cash |
| Nominating & Corp Gov Committee Retainer (Chair/Member) | $10,000 / $5,000 | Annual cash |
2024 Director Compensation (Nicholson):
| Year | Fee Earned or Paid in Cash (USD) | Option Awards – Grant-date FV (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $164,000 | $282,675 | $446,675 |
Performance Compensation
| Equity Element | Grant Size | Vesting | Triggers/Change-of-Control |
|---|---|---|---|
| Initial Director Option Grant | 20,000 shares | Equal monthly over 3 years; 1-year cliff; service-based | Full acceleration upon sale of the Company |
| Annual Director Option Grant | 10,000 shares | Vests in full on earlier of 1st anniversary or next annual meeting; service-based | Full acceleration upon sale of the Company |
Performance metrics: No director-specific performance metrics disclosed; director equity awards are time-based options, consistent with service-alignment rather than metric-linked pay .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Significant stockholders participating in offerings | FMR LLC and Wellington purchased shares in Jan-2025 offering; multiple 5%+ holders (Frazier, Wellington, AI DMI/Access, Paradigm, Atlas, OrbiMed) participated in Jun-2024 offering . |
| Board-affiliated investor ties | Kevin Bitterman (Atlas) and Mona Ashiya (OrbiMed) are directors; Atlas and OrbiMed-affiliated entities were 5%+ holders/purchasers in offerings . Liam Ratcliffe is affiliated with Access Industries (AI DMI LLC 5%+) . |
| Interlocks statement | Company discloses no compensation committee interlocks with other entities’ executives serving reciprocally on IRON’s board/committee . |
| Related-party transaction policy | Board reviews/approves related-party transactions by disinterested majority; stockholder approvals disclose material facts where applicable . |
Expertise & Qualifications
- Deep scientific and biotech leadership experience; >150 peer-reviewed publications; recognized for apoptotic cell death research .
- Governance leadership as independent chair; committee leadership on compensation .
- Oversight of risk: committees manage risk domains; compensation committee assesses pay risk; board receives regular risk reports .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Donald Nicholson, Ph.D. | 158,749 | <1% | Includes shares and options exercisable within 60 days . |
| Options – Unexercised (as of 12/31/2024) | 145,598 | — | Aggregate unexercised options . |
| Hedging/Pledging | Prohibited | — | Insider trading policy bans hedging and pledging for directors and covered persons . |
Governance Assessment
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Strengths:
- Independent board chair with clear separation from CEO enhances oversight and investor confidence .
- Nicholson chairs the Compensation Committee; committee is fully independent, meets regularly, and uses independent consultants while assessing conflicts of interest with advisors .
- Strong attendance and engagement (≥75% meeting attendance; directors attended annual meeting; four independent-only executive sessions) .
- Director equity is time-vested options with acceleration on sale, aligning incentives with shareholder value creation without short-term metric gaming .
-
Potential conflicts and mitigants:
- Multiple board members have affiliations with significant shareholders who participated in recent offerings (Atlas/OrbiMed/Access/Wellington/Frazier/Paradigm); while independence is affirmed, these ties warrant continued monitoring for related-party influences .
- Company maintains a formal related-party transaction approval policy requiring disinterested director approval and disclosure, mitigating conflict risks .
- No disclosed hedging/pledging by directors; policy prohibits such practices, reducing alignment risks .
- No compensation committee interlocks disclosed, reducing reciprocal influence concerns .
-
Compensation structure observations:
- Cash retainer reflects chair and committee responsibilities; equity mix is option-heavy (no RSUs for directors disclosed), maintaining at-risk exposure but with time-based vesting lacking explicit performance metrics .
- For executives, pay-for-performance is emphasized with targets and RSUs introduced in 2024; while not directly applicable to directors, Nicholson’s committee leadership endorses an investor-aligned philosophy .
RED FLAGS: None explicit for Nicholson in 2024 filings (no delinquent Section 16 reports for Nicholson; hedging/pledging prohibited). Monitoring advised for potential perceived influence from board-affiliated investor participation in offerings, though independence and related-party safeguards are in place .