Jonathan Yu
About Jonathan Yu
Jonathan Yu is Chief Operating Officer of Disc Medicine (IRON), serving as COO since February 2024; previously Chief Business Officer (Aug 2021–Feb 2024) and SVP, Corporate Development (Jul 2020–Aug 2021). He holds an A.B. from Harvard College and an M.B.A. from The Wharton School; age 44 as of April 15, 2025 . Disc’s pay-versus-performance table shows 3-year TSR progression (value of $100 investment): 2022 $64.58, 2023 $187.53, 2024 $205.84, alongside net losses of $46.8M (2022), $76.4M (2023), and $109.4M (2024), reflecting a clinical-stage profile without revenue or EBITDA growth disclosure in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Disc Medicine (IRON) | Chief Operating Officer | Feb 2024–Present | Promoted to COO; principal operating officer role . |
| Disc Medicine (IRON) | Chief Business Officer | Aug 2021–Feb 2024 | Led corporate development/commercial strategy prior to COO . |
| Disc Medicine (IRON) | SVP, Corporate Development | Jul 2020–Aug 2021 | Corporate development leadership during pipeline build-out . |
| Qpex Biopharma | Co-founder; VP Corporate Strategy, Finance & Operations | Oct 2018–Jul 2020 | Early-stage biotech company building; cross-functional leadership . |
| The Medicines Company | Various; most recently VP Strategic Planning & Corp Dev | Jul 2013–Jul 2018 | Strategy and BD roles at a commercial-stage pharma . |
| SR One; Acceleron; Johnson & Johnson | Various roles (commercial planning, BD, finance) | Not disclosed | Broad industry experience across investing, development, and finance . |
External Roles
No external public-company board roles or committee positions are disclosed for Jonathan Yu in the 2025 proxy or relevant 8-Ks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 355,884 | 419,000 | 490,000 |
| Target Bonus (% of Base) | 40% (policy for his role) | 40% | 40% |
| Actual Bonus Paid ($) | 163,438 | 201,120 | 264,600 |
| 2023→2024 Base Salary Change | — | — | +16.9% (from $419,000 to $490,000) |
Performance Compensation
Annual Cash Incentive (2024)
| Category (Corporate Goals) | Weight | Selected Achievements | Weighted Actual Performance |
|---|---|---|---|
| Bitopertin Development | 25% | Phase 2 AURORA topline; EOP2 FDA meeting; mfg campaigns; expedited pathway feedback (stretch +40%) | 60% |
| DISC-0974 Development | 25% | MF anemia Ph1b topline & Phase 2 dose; CKD anemia Ph1b topline; DS mfg for Ph2; progress in additional indication (stretch +5%) | 25% |
| DISC-3405 Development | 13% | Completed Phase 1 SAD/MAD; EOP1 FDA; nonclinical/manufacturing advances; preclinical progress (stretch +3%) | 16% |
| Early-Stage Development | 5% | — | 0% |
| Finance & Company Building | 32% | Hiring/retention; SEC filings; investor conferences; within budget; financing runway into 2027 | 32% |
| Total Corporate Achievement | 100% | Committee added +2% in recognition of overall success | 135% |
Individual payout linkage (Yu): target 40% of $490,000 = $196,000; payout at 135% = $264,600 (matches Summary Comp Table) .
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Shares/Options | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 1/10/2024 | 18,165 outstanding at 12/31/2024; market value $1,151,661 at year-end | 1,160,744 (aggregate grant-date fair value in 2024) | Service-based over four years (multi-year vesting policy) |
| Stock Options | 1/10/2024 | 6,244 exercisable / 21,006 unexercisable; $63.90 strike; expire 1/10/2034 | 1,010,327 (aggregate grant-date fair value in 2024) | Service-based over four years; options deliver value only with stock appreciation |
Compensation mix: Disc introduced RSUs in 2024; NEO LTI mix targeted ~50% options / 50% RSUs on an option-equivalent basis .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (sh) | % of Outstanding | Common Shares | Options Exercisable within 60 days | Notes |
|---|---|---|---|---|---|
| April 15, 2025 | 139,693 | <1% | 2,931 | 136,762 | Based on 34,632,936 shares outstanding |
- Hedging/Pledging: Insider trading policy prohibits hedging and pledging (including using shares as collateral); also prohibits short sales and derivative speculation .
- Ownership guidelines: Not disclosed in the proxy for executives; proxy highlights high “at-risk” pay and four-year vesting to align with shareholders .
Outstanding Awards (select details at 12/31/2024)
| Instrument | Grant Date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|---|
| Stock Options | 1/10/2024 | 6,244 | 21,006 | $63.90 | 1/10/2034 |
| Stock Options | 12/29/2022 | 16,923 | 16,924 | $13.50 | 12/29/2032 |
| Stock Options | 9/14/2021 | 36,814 | 8,488 | $9.86 | 9/13/2031 |
| Stock Options | 9/14/2021 | 5,992 | 1,022 | $9.86 | 9/13/2031 |
| Stock Options | 10/23/2020 | 16,380 | — | $2.65 | 10/22/2030 |
| Stock Options | 8/11/2020 | 37,941 | — | $2.65 | 3/10/2030 |
| RSUs | 1/10/2024 | — | 18,165 (unvested) | — | — |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Effective Dec 29, 2022; at-will; supersedes prior offer letter . |
| Base/TBI | Base salary initially $400,000, subject to review and increase (no decrease except ≤10% broad-based reduction); target bonus 40% of base . |
| Severance (non-CIC) | If terminated without cause or resigns for good reason outside CIC period: 9 months base salary, COBRA premiums up to 9 months (at employee rate), plus any earned/unpaid prior-year bonus . |
| CIC Protection (double-trigger) | If involuntary termination without cause or resigns for good reason within 3 months before or 12 months after a CIC: lump sum 12 months base salary + 100% target bonus, COBRA up to 12 months; full acceleration of time-based equity . |
| Conditions | Release requirement; 4999 excise tax “modified cutback” applies; subject to confidentiality, assignment, non-solicit, non-compete policies . |
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Cash Severance | Bonus Payment | Option Acceleration | RSU Acceleration | Health Benefits | Total |
|---|---|---|---|---|---|---|
| CIC + qualifying termination | $490,000 | $196,000 | $1,343,170 | $1,151,661 | $35,586 | $3,216,417 |
| Non-CIC qualifying termination | $367,500 | — | — | — | $26,690 | $394,190 |
Notes: Cash severance/benefits reflect base salary and premiums in effect as of 12/31/2024; bonus equals target bonus; option and RSU acceleration reflect valuation of unvested awards at 12/31/2024 .
Insider Transactions (recent)
| Date | Transaction | Shares | Prices/Strike | Plan | Post-transaction Ownership |
|---|---|---|---|---|---|
| Nov 11, 2025 | Option exercise and open-market sale | 30,000 exercised at $2.65 and sold in multiple tranches | Exercise: $2.65; Sales weighted avg. $83.15–$85.91 (ranges disclosed) | Pursuant to Rule 10b5-1 plan adopted July 22, 2025 | 40,555 shares directly owned (per media summary of Form 4) |
Note: The company’s proxy also indicates all Section 16(a) filings were timely in 2024, except for routine filings on specified dates unrelated to Yu’s 2025 sale; no legal proceedings involving executives are disclosed .
Governance and Policies Relevant to Incentives
- Clawback policy (Dodd-Frank/Nasdaq-compliant): recoup incentive/equity compensation following a restatement; applies to current/former executive officers (3-year look-back), with extended recoupment for other employees under specified misconduct conditions .
- Hedging/Pledging: Explicit prohibitions on hedging, derivative transactions, short sales, and pledging/margin use of company securities for all covered persons (employees, execs, directors) .
- Pay Practices: No option repricing without shareholder approval; no single-trigger CIC; no tax gross-ups; high at-risk mix; RSUs added in 2024 to complement options and support retention with less dilution .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes proposal for advisory vote on NEO compensation and frequency vote (board recommends annual say-on-pay). Specific approval percentages are not disclosed in the proxy text provided .
Performance & Track Record (Company context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | 64.58 | 187.53 | 205.84 |
| Net Loss ($000s) | (46,827) | (76,429) | (109,357) |
Compensation Structure Observations
- Cash vs Equity Mix: For NEOs, majority of compensation is at-risk; in 2024 the average NEO at-risk share was ~86.9% (CEO ~92.8%), reflecting heavy reliance on incentives and LTI .
- Shift in LTI Instruments: Introduction of RSUs in 2024 balances retention and dilution considerations; options remain 50% of target LTI, aligning incentive value to future stock price appreciation .
- 2024 Payouts: Corporate goal achievement at 135% drove above-target cash incentive payouts (Yu’s $264.6k vs $196k target) .
Investment Implications
- Alignment and Retention: Yu’s change-in-control protection (12 months’ salary + 100% target bonus, full time-based equity acceleration) with double-trigger mechanics and robust clawback/anti-hedging policies support alignment while mitigating risk-taking incentives; non-CIC severance at 9 months is moderate for a COO .
- Potential Near-term Selling Pressure: Significant option holdings across multiple low strikes ($2.65–$13.50) and a 2024 option grant ($63.90) create periodic exercise/sale opportunities; November 2025 Form 4 shows a 30,000-share exercise-and-sell under a 10b5-1 plan, indicating scheduled liquidity that could recur around vesting windows .
- Pay-for-Performance: Above-target 2024 incentive payout (135%) and a high at-risk mix tie compensation to development, regulatory, and financing milestones—key value drivers in a clinical-stage biotech; TSR has appreciated materially since 2022 despite rising losses, underscoring pipeline optionality and financing success as primary levers .
- Ownership: Beneficial ownership is <1% (139,693 shares counted with most value in options), typical for non-founder executives; policy prohibits pledging, reducing alignment risk from collateralized shares .
Citations: and external sources: .