Kevin Bitterman
About Kevin Bitterman
Kevin Bitterman, Ph.D., age 48 as of April 15, 2025, has served on Disc Medicine, Inc.’s (IRON) board since November 2017. He is a partner at Atlas Venture Life Science Advisors (since June 2017), and previously was a partner at Polaris Partners (July 2004–May 2017). He was founding CEO of Editas Medicine (Nasdaq: EDIT), Morphic Therapeutics (Nasdaq: MORF), and Visterra (acquired by Otsuka), and co-founded Genocea Biosciences (Nasdaq: GNCA). He holds a B.A. in biology from Rutgers College and a Ph.D. in genetics from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas Venture Life Science Advisors, LLC | Partner | Jun 2017–present | Focuses on investments in life sciences; extensive startup leadership |
| Polaris Partners | Partner, Healthcare team | Jul 2004–May 2017 | Venture investor; healthcare focus |
| Editas Medicine (Nasdaq: EDIT) | Founding CEO | Not disclosed | Built gene-editing pioneer; founding leadership |
| Morphic Therapeutics (Nasdaq: MORF) | Founding CEO | Not disclosed | Early leadership; integrin therapeutics focus |
| Visterra (acquired by Otsuka) | Founding CEO | Not disclosed | Led company to acquisition |
| Genocea Biosciences (Nasdaq: GNCA) | Co-founder | Not disclosed | Co-founded immunotherapy company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Judo Bio | Director | Current | Private company board (status not specified in proxy) |
| Kinaset Therapeutics | Director | Current | Private company board (status not specified in proxy) |
| nChroma Bio | Director | Current | Private company board (status not specified in proxy) |
| Remix Therapeutics | Director | Current | Private company board (status not specified in proxy) |
| Renasant Bio | Director | Current | Private company board (status not specified in proxy) |
| Akero Therapeutics (Nasdaq: AKRO) | Director (prior) | Not disclosed | Prior public board service |
| Kala Pharmaceuticals (Nasdaq: KALA) | Director (prior) | Not disclosed | Prior public board service |
| Taris Biomedical (acquired by J&J) | Director (prior) | Not disclosed | Prior board; company acquired |
Board Governance
- Committee assignments: Compensation Committee member; Nominating and Corporate Governance Committee chair .
- Independence: The board determined Bitterman is independent under SEC/Nasdaq standards; Compensation and Nominating committees are composed of independent directors .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting; independent directors held four executive sessions in 2024 .
- Committee activity levels: Compensation Committee met 4 times; Nominating and Corporate Governance Committee met 1 time in 2024 .
- Compensation governance: Committee selects independent compensation consultants and evaluates advisor conflicts; oversees executive and director compensation and equity plans .
Fixed Compensation
| Year | Fee Earned or Paid in Cash ($) | Option Awards ($) (Grant-Date Fair Value) | Total ($) |
|---|---|---|---|
| 2024 | 53,000 | 282,675 | 335,675 |
Non-Employee Director Compensation Policy (Cash Retainers):
| Role | Annual Retainer – Member ($) | Annual Retainer – Chair ($) |
|---|---|---|
| Board of Directors | 40,000 | 150,000 |
| Audit Committee | 10,000 | 20,000 |
| Compensation Committee | 7,500 | 15,000 |
| Nominating & Corporate Governance Committee | 5,000 | 10,000 |
Performance Compensation
Director Equity Award Structure:
| Award Type | Grant Size | Vesting | Acceleration | Performance Metrics Tied |
|---|---|---|---|---|
| Initial Option Grant (on joining board) | 20,000 options | Monthly over 3 years, with 1-year cliff | Full acceleration upon sale of Company | None disclosed (time-based vesting) |
| Annual Option Grant (each annual meeting) | 10,000 options | Vests in full on earlier of 1-year anniversary or next annual meeting | Full acceleration upon sale of Company | None disclosed (time-based vesting) |
Accounting treatment for director equity follows FASB ASC Topic 718 (grant-date fair value for stock-based compensation) .
Other Directorships & Interlocks
- Atlas Venture affiliated entities beneficially own 7.37% (2,551,238 shares) of IRON; Bitterman is a member of the GPs for multiple Atlas funds (AVAO I LLC, AVAO II LLC, AVA XII LLC) and may be deemed to beneficially own those shares, with express Section 16 beneficial ownership disclaimers except for pecuniary interests .
- Atlas Venture affiliates participated in IRON’s June 2024 offering (222,223 shares; $8,000,028); disclosure notes Bitterman’s affiliation with Atlas .
- Other 5%+ holders participating in offerings include Wellington, FMR, AI DMI LLC (Access Industries affiliate with fellow director Liam Ratcliffe) and others .
Expertise & Qualifications
- Education: B.A. Biology (Rutgers College); Ph.D. Genetics (Harvard Medical School) .
- Qualifications: Extensive experience investing in, guiding, and leading start-up/early-phase companies; serial founding CEO; multiple board roles in therapeutics companies .
- Board class and term: Class I director; term expires 2027; director since 2017 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Kevin Bitterman, Ph.D. | 24,136 | <1% (as indicated) | Beneficial ownership table as of Apr 15, 2025 |
Unexercised options (non-employee directors, as of Dec 31, 2024):
| Director | Number of Securities Underlying Unexercised Options |
|---|---|
| Kevin Bitterman, Ph.D. | 24,136 |
Pledging/hedging, ownership guidelines, and vested vs. unvested breakdown: Not disclosed in the proxy sections reviewed.
Insider Trades
| Form | Filing Date | Reported As-Of Date | Key Detail |
|---|---|---|---|
| Form 4 | Jun 20, 2024 | Jun 17, 2024 | Proxy references Form 4 noting beneficial ownership; specific transaction details not included in proxy |
Governance Assessment
-
Strengths:
- Independent director with deep venture and company-building experience; serves as chair of Nominating & Corporate Governance and member of Compensation, signaling governance engagement .
- Solid attendance culture: board met 4 times in 2024; each director attended ≥75% of board and committee meetings; independent directors held four executive sessions .
- Clear, time-based equity structure for directors with disclosed acceleration mechanics; transparent cash retainer schedule by committee roles .
- Compensation committee oversight includes selection of independent consultants and conflict assessments, aligning with governance best practices .
-
Potential Conflicts and RED FLAGS:
- Atlas Venture affiliates are significant shareholders (7.37%); Bitterman is a member of Atlas GP entities and Atlas affiliates purchased shares in offerings—while independence is affirmed, these fund affiliations can create perceived conflicts and warrant monitoring of related-party approvals and recusal practices .
- Change-of-control acceleration for director equity (full acceleration upon sale) can weaken pay-for-performance alignment in sale scenarios from an investor perspective .
-
Alignment and Incentives:
- 2024 director pay mix for Bitterman consists of $53,000 cash and $282,675 option grant-date value, plus 24,136 unexercised options; beneficial ownership remains <1%, indicating modest personal exposure to IRON equity relative to significant fund affiliations .
-
Committee Effectiveness Signals:
- Nominating & Corporate Governance Committee met once in 2024, which is typical for small-cap biotech but investors may prefer more frequent governance reviews amid rapid growth and multiple financings .
- Compensation Committee met four times and issued a formal report; structure and cadence appear robust for oversight of executive pay and equity plans .
Overall, Bitterman’s venture background and committee leadership bolster board effectiveness, but Atlas interlocks and director equity acceleration on change-of-control are notable governance considerations for investor confidence .