Mona Ashiya
About Mona Ashiya
Mona Ashiya, Ph.D., is an independent Class I director of Disc Medicine (IRON), serving since September 2021; her current term expires at the 2027 annual meeting, and she is 56 years old as of April 15, 2025 . She is a Partner at OrbiMed Advisors LLC (since October 2010), with prior public board service at Sierra Oncology, Inc. (Nasdaq: SRRA) from November 2019 to July 2022; she holds a B.A. from the University of California, Berkeley and a Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh . The board has determined she is independent under SEC and Nasdaq rules, and she serves on key committees that meet independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Oncology, Inc. (Nasdaq: SRRA) | Director | Nov 2019 – Jul 2022 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OrbiMed Advisors LLC | Partner | Oct 2010 – Present | Serves on boards of several private companies (not enumerated) |
Board Governance
- Independence: Board determined Ashiya is independent; only CEO John Quisel and director Georges Gemayel are not independent . Committee independence: compensation and nominating/gov committees meet SEC/Nasdaq independence standards .
- Committees and roles:
- Compensation Committee: Members—Donald Nicholson (Chair), Mona Ashiya, Kevin Bitterman; met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Members—Kevin Bitterman (Chair), Mona Ashiya, Donald Nicholson, Liam Ratcliffe; met 1 time in 2024 .
- Audit Committee: Members—William White (Chair), Liam Ratcliffe, Mark Chin; met 4 times in 2024 .
- Board activity and attendance: Board met 4 times in 2024; every director then in office attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Four executive sessions of independent directors were held in 2024 .
- Classification and tenure: Class I director; term expires 2027 .
- Shareholder support signal: At the June 12, 2024 annual meeting, Ashiya received 21,799,456 votes for, 149,253 withheld, and 885,757 broker non-votes, indicating strong support .
Fixed Compensation
| Year | Fee Earned or Paid in Cash ($) | Equity/Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 49,000 | 282,675 (grant-date fair value under FASB ASC 718) | 331,675 |
Non-Employee Director Compensation Policy (Cash Retainers):
| Role | Annual Retainer (Non-Chair) ($) | 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 |
Notes:
- Director compensation emphasizes cash retainer plus equity option grants; no meeting fees disclosed for 2024 .
- Employee directors receive no additional compensation; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Award Type | Grant Size | Vesting | Change-of-Control |
|---|---|---|---|
| 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 |
| Annual Option Grant | 10,000 shares (each annual meeting) | Vests in full by first anniversary or next annual meeting, subject to continued service | Full acceleration upon sale of the Company |
- No director performance metrics disclosed; equity awards are time-based (alignment through long-term vesting) .
- Company policies prohibit option repricing without stockholder approval (executive program practice) and prohibit hedging/pledging by employees and directors, which strengthens alignment .
Other Directorships & Interlocks
| Entity | Nature | Details | Governance/Conflict Note |
|---|---|---|---|
| OrbiMed Advisors LLC affiliates | 5% holder (at time of June 2024 offering) | Purchased 83,334 shares for $3,000,024 in June 2024 underwritten offering | Ashiya is an OrbiMed Partner; related-party exposure mitigated by board policies and audit committee review of related-party transactions |
| AI DMI LLC (Access Industries affiliate) | >5% holder | Purchased 416,667 shares for $15,000,012 in June 2024 offering; holds 10.80% (incl. 204,081 pre-funded warrants) | Board member Ratcliffe is Head of Biotechnology at Access Industries; independence maintained per board determination |
| Atlas Venture affiliates | >5% holder | Purchased 222,223 shares for $8,000,028 in June 2024 offering | Board member Bitterman is a partner at Atlas Venture; independence maintained per board determination |
Policies and Controls:
- Related-party transactions reviewed and approved by a majority of disinterested directors; stockholder disclosure required as applicable .
- Audit committee specifically reviews related-party transactions .
Expertise & Qualifications
- Investing/Board Experience: Partner at OrbiMed since 2010; service on public and private boards; qualified for Disc’s board based on extensive healthcare investing and board experience .
- Education: B.A. UC Berkeley; Ph.D. University of Pittsburgh (Cellular, Molecular & Developmental Biology) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mona Ashiya, Ph.D. | 24,136 | <1% (of 34,632,936 shares outstanding as of Apr 15, 2025) | Beneficial ownership under SEC rules includes shares issuable from options exercisable within 60 days |
| Unexercised Options (as of Dec 31, 2024) | 24,136 | — | Aggregate number of securities underlying unexercised options held |
Alignment and Risk Controls:
- Hedging and pledging of company stock by directors are expressly prohibited by insider trading policy .
- Director stock ownership guidelines: not disclosed in proxy .
Governance Assessment
- Board effectiveness and independence: Ashiya is independent and sits on critical committees (Compensation; Nominating & Corporate Governance) that meet SEC/Nasdaq standards—positive for oversight .
- Engagement signal: Strong shareholder support in 2024 director election (21.8M for; 149k withheld)—positive for investor confidence .
- Compensation alignment: Director pay combines modest cash retainer with time-based equity; no hedging/pledging; option vesting aligns with service; equity accelerates on sale—generally standard, with single-trigger acceleration common for directors .
- Attendance and diligence: Board met 4 times; committees active; all directors met at least 75% attendance and attended the annual meeting—supports engagement .
- Potential conflicts/interlocks: OrbiMed affiliates participated in the June 2024 offering while Ashiya is an OrbiMed Partner; the board’s related-party approval policy and audit committee oversight mitigate risk, but continued monitoring is warranted; similar interlocks exist with AI DMI/Access Industries and Atlas Venture via other directors .
- Ownership “skin in the game”: Beneficial ownership is <1%; while policy prohibits hedging/pledging, no director ownership guidelines are disclosed—neutral to modest alignment signal .