John Quisel
About John Quisel
John Quisel, J.D., Ph.D., is President, Chief Executive Officer, and a director of Disc Medicine (IRON) since February 2020; he is 53 years old. He holds an A.B. (Harvard), M.S. (Stanford), Ph.D. (MIT) and J.D. (Harvard Law School), previously serving as Chief Business Officer at Acceleron Pharma and earlier practicing law at Ropes & Gray and Foley Hoag . Company pay-versus-performance disclosures show a $100 investment value of $205.84 in 2024 and $187.53 in 2023, with net losses of $109.357M, $76.429M, and $46.827M for 2024, 2023, and 2022, respectively, providing context for TSR and profitability during his tenure . There are no material legal proceedings involving executive officers reported by the company .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR proxy) ($) | 64.58 | 187.53 | 205.84 |
| Net Loss ($ Thousands) | (46,827) | (76,429) | (109,357) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acceleron Pharma | Various roles; most recently Chief Business Officer | Oct 2006–Feb 2020 | Senior management experience in biopharma BD/strategy |
| Ropes & Gray; Foley Hoag | Associate (law) | Pre-2006 | Legal training and experience prior to biopharma management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gossamer Bio (NASDAQ: GOSS) | Board Member | Since Nov 2023 | Public company directorship |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 476,477 | 562,000 | 645,000 |
| Target Bonus (% of Base) | 50% (per employment agreement) | 50% | 55% |
Notes:
- 2024 base salary increased ~14.8% YoY to align with ~50th percentile of updated peer group .
Performance Compensation
| Metric | Target | Actual | Payout | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | 55% of base | 135% of target | 74.25% of base | 478,913 | Paid annually per program |
Design highlights:
- CEO target bonus increased to 55% in 2024 to align with market median; bonuses are tied to pre-established corporate goals and approved by the board/comp committee .
- Long-term incentives: 50/50 mix of stock options and RSUs for 2024 annual grants, aligned with peer practices; options vest monthly over 4 years, RSUs vest 25% annually over 4 years .
2024 Long-Term Equity Grants (Annual Award)
| Grant Type | Grant Date | Shares/Options (#) | Exercise Price ($/sh) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 1/10/2024 | 66,365 | — | 4,240,724 |
| Stock Options | 1/10/2024 | 99,550 | 63.90 | 3,690,937 |
Vesting schedules:
- RSUs vest 25% per year over four years; options vest in 48 equal monthly installments; exercise price equals closing price on grant date .
Option Exercises and Realized Value (2024)
| Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) |
|---|---|---|
| John Quisel | 58,623 | 3,471,357 |
Value realized is calculated as shares exercised times spread vs. market price at exercise; it does not represent sale proceeds .
Equity Ownership & Alignment
| Ownership Snapshot (as of Apr 15, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (Shares) | 553,618 |
| Ownership (% of Outstanding) | 1.57% |
| Composition (Footnote 7): Common Shares | 33,717 |
| Composition (Footnote 7): Options Exer. within 60 days | 519,901 |
- Insider trading policy prohibits short sales, hedging and pledging (including margin accounts), mitigating misalignment and forced sales risk .
- Stock ownership guidelines for executives are not disclosed in the 2025 proxy; no compliance status provided (no disclosure found) [Search unsuccessful in doc 1].
Outstanding Equity Awards (FY-end 2024)
| Instrument | Grant Date | Vest Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| RSUs | 1/10/2024 | 2/15/2024 | — | — | — | 66,365 units; MV $4,207,541 |
| Options | 1/10/2024 | 1/10/2024 | 22,813 | 76,737 | 63.90 | 1/10/2034 |
| Options | 12/29/2022 | 12/29/2022 | 66,001 | 66,001 | 13.50 | 12/29/2032 |
| Options | 9/14/2021 | 9/1/2021 | 123,803 | 31,572 | 9.86 | 9/13/2031 |
| Options | 10/23/2020 | 10/7/2020 | 41,830 | — | 2.65 | 10/22/2030 |
| Options | 3/11/2020 | 2/25/2020 | 215,420 | — | 1.01 | 3/10/2030 |
Employment Terms
- Employment agreement effective Dec 29, 2022; at-will; base salary subject to review (no decrease except limited across-the-board reductions), annual bonus eligibility (target % set by board) .
- Restrictive covenants: confidentiality, assignment, non-solicitation, noncompetition policies apply .
Severance and Change-of-Control Economics (CEO)
| Benefit | Outside CIC | CIC (Double Trigger) |
|---|---|---|
| Cash Severance | 12 months base salary ($645,000) | 18 months base salary ($967,500) |
| Bonus Payment | 100% of target ($354,750) | 100% of target ($354,750) |
| Equity Acceleration – Options | 25% of unvested options ($1,236,362) | 100% of unvested options ($4,945,446) |
| Equity Acceleration – RSUs | 25% of unvested RSUs ($1,051,885) | 100% of unvested RSUs ($4,207,541) |
| Health Benefits (COBRA) | Up to 12 months ($35,586) | Up to 18 months ($53,379) |
| Total Illustrated | $3,323,583 | $10,528,616 |
- Double-trigger CIC protection: lump sum base + target bonus; full acceleration of time-based equity; modified 280G cutback (no tax gross-up) .
Board Governance
- Board service: Director since 2020; Class III term through 2026; Executive Chairman is Donald Nicholson (not CEO), reducing CEO-chair dual-role concerns .
- Independence: Board determined all directors except CEO (Quisel) and Georges Gemayel are independent; all committees comprise independent directors .
- Committees: Audit (White—Chair, Ratcliffe, Chin), Compensation (Nicholson—Chair, Ashiya, Bitterman), Nominating & Corporate Governance (Bitterman—Chair, Ashiya, Nicholson, Ratcliffe) .
- Meetings/attendance: Board met four times in 2024; each director attended ≥75% of aggregate board/committee meetings; independent directors held four executive sessions in 2024 .
Non-Employee Director Compensation Policy
| Retainer Type | Non-Chair ($) | Chair ($) |
|---|---|---|
| Board of Directors | 40,000 | 150,000 |
| Audit Committee | 10,000 | 20,000 |
| Compensation Committee | 7,500 | 15,000 |
| Nominating & Governance | 5,000 | 10,000 |
- Equity: Initial and annual option grants for non-employee directors; full acceleration upon company sale; employee directors (including CEO) receive no additional board compensation .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for covered persons, reducing misalignment and forced-sale risks .
- Section 16(a): Company disclosed filing exceptions, including a Form 4 filing on March 1, 2024 for equity grants on January 10, 2024 for multiple insiders (including Quisel) .
- Legal proceedings: None material involving executive officers .
Compensation Structure Analysis
- Shift toward higher equity in 2024: CEO received significant 50/50 options/RSUs annual award; RSU introduction/use at scale indicates greater guaranteed value relative to options, but both are time-based, not PSU-linked, limiting direct tie to explicit performance metrics beyond stock price .
- Cash vs equity mix: 2024 total compensation driven primarily by equity grant-date fair value ($7.93M of $9.07M), with cash components base ($0.65M) and bonus ($0.48M) .
- Target bonus increase: Raised from 50% to 55% to align with 50th percentile—signals market benchmarking and at-risk pay emphasis .
- Pay versus performance: CAP methodology shows strong equity value sensitivity to market performance (TSR) across 2023–2024 .
Equity Ownership & Insider Selling Pressure
- Large option inventory and monthly vesting cadence can create regular 10b5-1 trading opportunities; 2024 exercises of 58,623 options with $3.47M value realized indicate liquidity events though not necessarily share sales; value realized metric is based on spread at exercise .
- Beneficial ownership at 1.57% aligns “skin-in-the-game”; pledging prohibited, reducing leverage risk .
Employment & Retention Risk
- Robust double-trigger CIC package with full acceleration may increase exit optionality in strategic transactions; outside CIC, partial acceleration (25%) and 12 months salary plus target bonus pro-rata provide moderate protection without PSU linkage .
- Noncompetition and nonsolicitation obligations in place, supporting retention and post-termination protection .
Director Compensation and Board Service History
- Quisel is an employee director and receives no director fees; serves alongside independent committees and an Executive Chairman, mitigating CEO dominance or chair duality concerns .
- Board met 4 times; independent directors held 4 executive sessions in 2024; all directors met attendance thresholds .
Investment Implications
- Alignment: CEO holds meaningful equity (options + shares), is subject to anti-hedging/pledging, and has regular vesting; expect ongoing Form 4 activity from vesting/exercise without direct evidence of net selling pressure .
- Incentive design: 2024 compensation is heavily equity-based but time-vested (no PSUs), linking realized pay primarily to stock performance rather than operational KPIs; annual cash incentives paid at 135% of target reflect achievement vs. corporate goals but underlying metrics are not disclosed, limiting transparency of pay-for-performance linkage .
- Retention/transaction dynamics: Strong CIC protections and full acceleration could incentivize support for strategic deals; outside CIC, partial acceleration balances retention with shareholder dilution concerns .
- Governance quality: Independent committees, non-CEO chair, and formal insider-trading controls reduce governance risk; minor Section 16 filing exceptions were disclosed, but no material legal proceedings surfaced .