Jean Franchi
About Jean Franchi
Jean M. Franchi, 58, has served as Chief Financial Officer of Disc Medicine (NASDAQ: IRON) since February 7, 2024, and is the company’s principal financial and accounting officer . She holds a B.B.A. from Hofstra University and brings 30+ years of finance leadership across public and private biotech, including CFO roles at Replimune, Merrimack Pharmaceuticals, Dimension Therapeutics, and Good Start Genetics, and senior finance leadership at Sanofi/Genzyme . Company performance context: Disc is a clinical‑stage hematology biotech (no product revenues), reporting a 2024 net loss of $109.4 million and strong cumulative three‑year TSR of 105.8% versus −9.5% for the Nasdaq Biotechnology Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Replimune Group, Inc. | Chief Financial Officer | Dec 2019 – Jun 2023 | Helped raise >$750M via financings and non‑dilutive debt to support portfolio expansion |
| Merrimack Pharmaceuticals, Inc. | Chief Financial Officer | Aug 2017 – May 2019 | Senior finance leadership; biopharma CFO responsibilities |
| Dimension Therapeutics, Inc. | CFO, Treasurer & Secretary | Aug 2015 – Jul 2017 | Senior finance leadership; company later acquired by Ultragenyx |
| Good Start Genetics, Inc. | Chief Financial Officer | Feb 2012 – Jul 2015 | Molecular genetics company finance leadership |
| Sanofi S.A. / Genzyme | SVP Corporate Finance; SVP Business Unit Finance; VP Finance & Controller | 1995 – 2011 | Senior finance roles; played role in ~$20.1B sale of Genzyme to Sanofi |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 515,000 |
| Target Bonus (% of Base) | 40% |
| Actual Bonus Paid ($) | 278,100 (135% of target, 54% of base) |
| Sign‑On Bonus ($) | 75,000 (repayable if voluntary resignation/for cause within 1 year) |
Performance Compensation
| Component | Metric/Goal | Weighting (%) | Target | Actual Achievement | Payout Mechanics |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company corporate goals (clinical, regulatory, finance, company building) | 100 (base goals only; stretch goals add) | Pre‑established binary base and stretch goals | 135% overall (133% weighted actual + 2% discretionary) | Jean Franchi awarded 135% of target; $278,100 |
| LT Equity Mix | 50% options / 50% RSUs (option‑equivalent basis) | n/a | n/a | Adopted in 2024 to balance value certainty and retention | Time‑based vesting (see Equity Awards) |
| 2024 Corporate Goals Detail | Relative Base Weight (%) | Selected Achievements | Weighted Actual Performance (%) |
|---|---|---|---|
| Bitopertin Development | 25 | Positive Phase 2 results; End‑of‑Phase 2 meeting; initiated manufacturing; stretch: expedited approval pathway feedback | 60 |
| DISC‑0974 Development | 25 | Positive Phase 1b MF and CKD data; Phase 2 initiation/manufacturing; stretch progress | 25 |
| DISC‑3405 Development | 13 | Completed Phase 1 SAD/MAD; End‑of‑Phase 1 meeting; nonclinical/manufacturing; stretch preclinical progress | 16 |
| Early‑Stage Development | 5 | — | 0 |
| Finance & Company Building | 32 | Hiring/retention; filings; investor conferences; budget execution; financing runway into 2027 | 32 |
| Total | 100 | Achievement includes stretch and 2% discretionary add | 135 (133 + 2) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Apr 15, 2025) | 27,364 shares; <1% of outstanding |
| Breakdown | 6,031 common shares + options exercisable within 60 days for 21,333 shares |
| Shares Outstanding (for % calc) | 34,632,936 |
| Vested vs Unvested at FY‑End (12/31/2024) | RSUs unvested: 36,666 ($2,324,624 MV) ; Options unexercisable: 55,000 (exercise $65.25; exp. 02/06/2034) |
| Hedging/Pledging | Prohibited for employees and directors under insider trading policy; Company avoids hedging/pledging practices |
| Ownership Guidelines | Not disclosed in proxy; peer benchmarking targets pay at ~50th percentile |
Performance Compensation – Equity Awards (Grant Detail)
| Grant Date | Award Type | Shares/Units | Exercise Price ($/sh) | Grant Date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| 02/07/2024 | Stock Options | 55,000 | 65.25 | 2,090,102 | 25% on 02/07/2025; balance monthly over 36 months (time‑based) | 02/06/2034 |
| 02/07/2024 | RSUs | 36,666 | — | 2,392,457 | 25% annually; Vesting commencement 02/15/2024 → expected tranches on 02/15/2025/2026/2027/2028 (time‑based) |
Inducement awards granted outside the 2021 Plan under NASDAQ 5635(c)(4) .
Employment Terms
| Term | Outside CoC | Within CoC Window (3 months before to 12 months after CoC) |
|---|---|---|
| Employment Status | At‑will | At‑will |
| Base Salary | $515,000; periodic review; no decrease except broad ≤10% cut | |
| Target Bonus | 40% of base | |
| Severance (cash) | 9 months base salary (installments) | Lump sum = 12 months base + 100% target bonus + any earned unpaid prior‑year bonus |
| COBRA | Up to 9 months (active employee premium rate) | Up to 12 months (active employee premium rate) |
| Equity Acceleration | None disclosed outside CoC | Immediate & full acceleration of all time‑based equity upon qualifying termination |
| Triggers | Termination without cause or resignation for good reason (double‑trigger) | Same; double‑trigger benefits |
| Clawback | Company‑wide clawback compliant with SEC/Nasdaq; 3‑year lookback on restatements | |
| Tax Gross‑Ups | None; modified Section 280G cutback to maximize after‑tax outcome | |
| Restrictive Covenants | Confidentiality, assignment, non‑solicit, non‑compete via agreement; arbitration; jurisdiction |
Employment & Tenure
- Officer since 2024; CFO effective February 7, 2024 .
- No material legal proceedings involving executive officers disclosed .
Compensation Peer Group & Governance
- 2024 peer group selected with Pearl Meyer based on market cap ($350M–$3.5B), clinical stage, operating size, and hematology/rare disease talent competitors; peer list includes 89Bio, IDEAYA, Scholar Rock, Syndax, Viking, Viridian, and others; six adds and five removals in 2024 .
- Philosophy targets ~50th percentile for base, target bonus, and LT equity; heavy at‑risk mix (≈86.9% for non‑PEO NEOs) .
- Governance practices: no single‑trigger CoC, no option repricing, no hedging/pledging, clawback policy, minimal perquisites .
Investment Implications
- Pay‑for‑performance linkage: Cash bonus fully tied to binary corporate goals with clear weightings; 2024 overachievement (135%) indicates strong execution against clinical and financing milestones—supporting alignment but also elevating cash comp levels .
- Retention risk vs selling pressure: Inducement RSUs (36,666) vest annually through 2028 and options (55,000) vest monthly post‑02/07/2025, creating periodic unlocks that can coincide with potential Form 4 sales; however, hedging/pledging is prohibited, and awards are time‑based (no repricing), reducing misalignment risk .
- Skin‑in‑the‑game: Beneficial ownership is modest (<1%); options exercisable within 60 days (21,333) add upside alignment, but overall direct share stake is small (6,031), typical for newly hired CFOs in clinical‑stage biotech .
- Change‑of‑control economics: Double‑trigger cash (12 months base + target bonus) plus full acceleration of time‑based equity is standard‑market; modified 280G cutback and clawback compliance mitigate shareholder‑unfriendly optics (no gross‑ups) .
- Peer benchmarking and dilution discipline: Shift to RSUs in 2024 aims to improve value certainty and reduce dilution vs options, consistent with peer practices; continued annual equity usage shown in plan tables warrants monitoring as programs advance .
Note: Jean Franchi filed initial Form 3 and Form 4 on February 15, 2024 reporting beneficial ownership and her inducement grants; additional Form 4 activity not disclosed in the proxy and should be tracked for insider selling pressure assessment .