Georges Gemayel
About Georges Gemayel
Georges Gemayel, Ph.D., age 64 as of April 15, 2025, has served on IRON’s board since December 2022 and is a Class II director up for re‑election in 2025; the board has nominated him to serve through 2028 if re‑elected . He brings 30+ years of pharmaceutical leadership, including EVP at Genzyme, CEO of Altus Pharmaceuticals, senior roles at Roche/Hoffmann, and board service across multiple biopharma companies; he holds a doctorate in pharmacy (St. Joseph University, Beirut) and a Ph.D. in pharmacology (Paris) . IRON’s board determined Dr. Gemayel is not independent due to his prior role as Gemini Therapeutics’ CEO before IRON’s merger with Gemini .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gemini Therapeutics, Inc. | Interim President & CEO | Feb 2022 – Dec 2022 | Led transition prior to merger with IRON |
| Gemini Therapeutics, Inc. | Executive Chairperson | Nov 2021 – Dec 2022 | Board leadership during strategic transition |
| Gemini Therapeutics, Inc. | Chairperson | May 2021 – Nov 2021 | Board oversight |
| Altus Pharmaceuticals Inc. | President & CEO | 2008 – 2009 | Public company leadership |
| Genzyme Corporation | Executive Vice President | 2003 – 2008 | Ran global therapeutics, transplant, renal, biosurgery businesses |
| Hoffmann/Roche Labs (U.S.) | Vice President, National Specialty Care | 1998 – 2003 | Led U.S. dermatology, oncology, transplantation, hepatitis, HIV businesses |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Supernus Pharmaceuticals, Inc. (SUPN) | Director | Public | Current board member |
| Flamingo Therapeutics | Director | Private | Current board member |
| GlycoEra | Chair of the Board | Private | Current chair |
| FoldRx, Syndexa | Executive Chair | Private | Prior roles |
| Enterome SA, Oxthera AB, Dimension Therapeutics, Orphazyme A/S, Epitherapeutics, Dynacure | Chair | Private | Prior board leadership |
| Prosensa, Raptor Pharmaceuticals, NPS Pharma, Momenta Pharmaceuticals, Adolor | Director | Public/Private | Prior directorships |
Board Governance
- Independence: Board determined Dr. Gemayel is not independent due to serving as Gemini Therapeutics’ CEO before IRON’s merger .
- Board class/term: Class II; term expired at 2025 annual meeting; nominated to serve until 2028 upon re‑election .
- Committee assignments: Not listed as a member of Audit (White, Ratcliffe, Chin), Compensation (Nicholson, Ashiya, Bitterman), or Nominating & Corporate Governance (Bitterman, Ashiya, Nicholson, Ratcliffe) .
- Attendance: Board met four times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting; independent directors held four executive sessions in 2024 .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| 2024 Cash Fee (Director retainer) | 40,000 | As disclosed in 2024 Director Compensation Table |
| Non‑Chair Board Annual Retainer | 40,000 | Policy schedule |
| Board Chair Annual Retainer | 150,000 | Policy schedule |
| Audit Committee Member/Chair Annual Retainer | 10,000 / 20,000 | Policy schedule |
| Compensation Committee Member/Chair Annual Retainer | 7,500 / 15,000 | Policy schedule |
| Nominating & Governance Member/Chair Annual Retainer | 5,000 / 10,000 | Policy schedule |
Performance Compensation
| Equity Component | Grant Size | Vesting | Acceleration/Notes |
|---|---|---|---|
| Initial Director Option Grant | 20,000 options | Equal monthly over 3 years, one‑year cliff | Full acceleration upon sale of the Company |
| Annual Director Option Grant | 10,000 options | Vests in full on earlier of 1‑year anniversary or next annual meeting | Subject to continued service; accelerates upon sale |
| 2024 Option Awards (Grant‑date fair value) | 282,675 | N/A (fair value per ASC 718) | Accounting assumptions per 2024 Form 10‑K Note 12 |
| Unexercised Options (as of 12/31/2024) | 112,082 | N/A | Aggregate unexercised options held |
No director performance metrics (e.g., TSR, revenue growth) are tied to director compensation; equity awards are time‑based per policy .
Other Directorships & Interlocks
| Type | Detail | Governance Relevance |
|---|---|---|
| External Public Board | Supernus Pharmaceuticals (SUPN) – Director | Potential informational advantages; monitor for competitive overlaps |
| External Private Boards | Flamingo Therapeutics – Director; GlycoEra – Chair | Potential time commitments; scientific network leverage |
| Board/Shareholder Interlock (IRON context) | AI DMI LLC beneficial owner; Liam Ratcliffe (IRON director) is Head of Biotechnology at Access Industries, an affiliate of AI DMI LLC; affiliates disclaim beneficial ownership beyond AI DMI LLC | Large holder board‑level connectivity; independence maintained at committee level per policy |
Expertise & Qualifications
- Deep biopharma operating experience (Genzyme EVP; Roche/Hoffmann VP; Altus CEO) across therapeutics and specialty care; extensive board leadership in biotech .
- Education: Doctorate in pharmacy (St. Joseph University, Beirut) and Ph.D. in pharmacology (Paris) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Georges Gemayel | 112,082 | <1% | Beneficial ownership per SEC rules; 34,632,936 shares outstanding as of April 15, 2025 |
- Hedging/pledging: IRON’s insider trading policy prohibits hedging transactions and pledging/margin accounts for covered persons (including directors) .
Governance Assessment
-
Positives:
- Significant biopharma operating and board experience enhances strategic oversight and industry relationships .
- Attendance met company expectations in 2024; robust cadence of independent‑director executive sessions (four) supports board effectiveness .
- Clear director compensation policy with modest cash retainer and standardized equity grants; equity promotes alignment through ownership and long‑term vesting; hedging/pledging prohibitions strengthen alignment and reduce risk .
-
Risks and RED FLAGS:
- Independence: Board has determined Dr. Gemayel is not independent due to his pre‑merger CEO role at Gemini Therapeutics—this is a governance red flag that can affect committee eligibility and investor confidence in arm’s‑length oversight .
- Committee participation: Not listed on audit, compensation, or nominating committees, limiting direct involvement in key oversight areas (compensation, financial reporting, governance) .
- Change‑of‑control acceleration: Director options fully accelerate upon sale of the Company, which can create perceived M&A bias; investors often monitor whether such terms are balanced with robust independence and board process safeguards .
- No specific related‑party transactions disclosed involving Dr. Gemayel, but IRON’s policy requires board approval of any such transactions; ongoing monitoring is warranted given historical affiliation context .
-
Contextual signals:
- 2024 director compensation for Dr. Gemayel comprised $40,000 cash with substantial equity value ($282,675 grant‑date fair value), indicating an equity‑heavy mix typical for growth biopharma boards; investors should track option holdings (112,082 unexercised) as part of alignment analysis .