Liam Ratcliffe
About Liam Ratcliffe
Liam Ratcliffe, M.D., Ph.D., is an independent Class II director of Disc Medicine (IRON), serving since September 2019; he was a nominee for re-election in 2025 to a term ending in 2028 and was age 61 as of April 15, 2025 . He is Head of Biotechnology at Access Industries (since April 2019), previously spent 10 years at New Leaf Venture Partners culminating as Managing Director, and earlier was Worldwide Head of Clinical R&D at Pfizer for 12 years; he holds an M.B.Ch.B. and Ph.D. in immunology (University of Cape Town) and an MBA (University of Michigan) . The board has determined he is independent under SEC and Nasdaq standards, including for his committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access Industries | Head of Biotechnology | Since Apr 2019 | Strategic biotech investments; affiliate to major IRON holder AI DMI LLC |
| New Leaf Venture Partners | Managing Director | Sep 2008–Mar 2019 | Led investments in therapeutic/platform companies |
| Pfizer Inc. | Worldwide Head of Clinical R&D | 12 years | Global clinical development leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Recludix Pharma, Inc. | Director | Since Dec 2019 | Private | Therapeutics focus |
| Upstream Bio (Nasdaq: UPB) | Director | Since Oct 2021 | Public | Biotech board experience |
| Halda Therapeutics, Inc. | Director | Since Nov 2021 | Private | Therapeutics |
| Vima Therapeutics, Inc. | Director | Since Nov 2023 | Private | Therapeutics |
| Arvinas Inc. (Nasdaq: ARVN) | Former Director | Oct 2015–Sep 2022 | Public | Prior public board |
| Passage Bio Inc. (Nasdaq: PASG) | Former Director | Sep 2019–Mar 2022 | Public | Prior public board |
| Unum Therapeutics Inc. | Former Director | Mar 2018–Apr 2019 | Formerly public | Prior board |
| Aptinyx Inc. (Nasdaq: APTX) | Former Director | Jun 2018–Apr 2019 | Public | Prior board |
| Eliem Therapeutics Inc. (Nasdaq: ELYM) | Former Director | Oct 2019–Dec 2024 | Public | Prior board |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. Audit Committee chair is William White; Nominating chair is Kevin Bitterman .
- Independence: Board determined Ratcliffe and all non-employee directors (except the CEO and Georges Gemayel) are independent; Ratcliffe satisfies independence standards for audit and nominating committees .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings they served; all directors attended the 2024 annual meeting .
- Executive sessions: Four executive sessions in 2024 with only independent directors present .
- Risk oversight: Audit reviews liquidity/operations and related party transactions; Nominating & Governance manages independence and conflicts; Compensation assesses risk in pay programs .
Fixed Compensation
| Component | Role Basis | Annual Amount (USD) | Source |
|---|---|---|---|
| Board retainer | Non-chair director | $40,000 | Non-Employee Director Compensation Policy |
| Board chair fee | Chair | $150,000 | Policy |
| Audit Committee fee | Member | $10,000 | Policy |
| Audit Committee chair fee | Chair | $20,000 | Policy |
| Compensation Committee fee | Member | $7,500 | Policy |
| Compensation Committee chair fee | Chair | $15,000 | Policy |
| Nominating & Governance fee | Member | $5,000 | Policy |
| Nominating & Governance chair fee | Chair | $10,000 | Policy |
| Eligible roles for Ratcliffe (2024) | Board, Audit (member), Nominating (member) | Board + $40,000; Audit + $10,000; Nominating + $5,000 | Roles ; Policy |
Note: The policy defines eligibility; actual amounts paid are determined per policy and service dates. No meeting fees disclosed; expenses reimbursed .
Performance Compensation
| Equity Award Type | Grant Quantity | Vesting Schedule | Accelerated Vesting | Notes |
|---|---|---|---|---|
| Initial Option Grant | 20,000 shares | Equal monthly over 3 years with 1-year cliff, subject to continued service | Full acceleration upon sale of the Company | Granted at initial election |
| Annual Option Grant | 10,000 shares per year | Vests in full on the earlier of first anniversary of grant or next annual meeting, subject to continued service | Full acceleration upon sale of the Company | Granted to continuing non-employee directors at each annual meeting |
Other Directorships & Interlocks
- Access Industries affiliate AI DMI LLC is a 10.80% beneficial owner of IRON; Ratcliffe is Head of Biotechnology at Access Industries. AI DMI’s beneficial ownership may be deemed by related Access entities; each of those entities and Ratcliffe disclaims beneficial ownership of AI DMI’s holdings .
- Potential conflict signal: Affiliation with a major shareholder can create perceived influence; mitigated by board independence determinations and committee independence standards .
Expertise & Qualifications
- Clinical development leadership (12 years at Pfizer), venture capital and biotech investment expertise (New Leaf Venture Partners; Access Industries) .
- Advanced degrees: M.B.Ch.B., Ph.D. (Immunology, University of Cape Town); MBA (University of Michigan) .
- Repeated service on public biotech boards (ARVN, PASG, APTX, ELYM, UPB), signaling sector expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Basis | Unexercised Options |
|---|---|---|---|---|
| Liam Ratcliffe, M.D., Ph.D. | 24,136 | <1% (*) | 34,632,936 shares as of Apr 15, 2025 | 24,136 |
- Represents beneficial ownership of less than 1% .
Policies:
- Hedging and pledging prohibited for covered persons, including directors; no margin or collateral pledges allowed under insider trading policy .
Governance Assessment
- Strengths: Independent status; active committee roles (audit; nominating & governance); satisfactory attendance; robust anti-hedging/pledging policy; broad biotech governance and clinical/R&D expertise .
- Alignment: Equity awards via options with standard vesting; modest beneficial ownership (<1%) suggests limited direct “skin in the game,” but continuing annual option grants provide some equity alignment .
- Conflicts/related-party exposure: Affiliation with Access Industries (through his role) alongside AI DMI LLC’s 10.80% stake is a potential perceived conflict; mitigated by explicit independence determinations and committee oversight of related-party transactions .
- RED FLAGS: None explicit in filings (no legal proceedings, no hedging/pledging allowed). Monitor for any future related-party transactions given Access affiliation and for changes in ownership or committee roles .
Attendance: Board met 4 times in 2024; all directors met ≥75% attendance; four independent-only executive sessions, indicating engagement .
Committee activity: Audit (4 meetings) and Nominating (1 meeting) met in 2024; Compensation met 4 times (Ratcliffe not a member) .