David Grayzel
About David Grayzel
David Grayzel, M.D., age 57, has served as an independent Class I director of Q32 Bio (QTTB) since March 2024 and is nominated for a term through the 2028 annual meeting . He is a Partner at Atlas Venture (since 2010), co-founded Legacy Q32, and holds a B.A. from Stanford and an M.D. from Harvard Medical School, with internal medicine training at Massachusetts General Hospital; his board experience spans multiple biopharma companies and he brings scientific and medical expertise .
Past Roles
| Organization | Role | Tenure/Outcome | Notes |
|---|---|---|---|
| Legacy Q32 (pre-merger) | Co-founder; Director (since 2017) | Co-founded; director since 2017 | Scientific/medical founder credentials |
| Atlas Venture | Partner | Since 2010 | Company creation and biotech investing |
| Arteaus Therapeutics | Co-founder & CEO | Acquired by Eli Lilly (2014) | Transaction outcome indicates value creation |
| Annovation Biopharma | Co-founder & CEO | Acquired by The Medicines Company (2015) | Transaction outcome indicates value creation |
| Delinia | Founding board member | Acquired by Celgene (2017) | Immunology focus; exit history |
| Cadent Therapeutics | Founding board member | Acquired by Novartis (2021) | Neuroscience; exit history |
| Surface Oncology | Board director | Acquired by Coherus | Oncology; former public (CHRS reference) |
| Xilio Therapeutics | Board director | NASDAQ: XLO; prior service | Public company experience |
| Day One Biopharmaceuticals | Board observer | NASDAQ: DAWN; prior observer | Pediatric oncology; public exposure |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Vima Therapeutics | Co-founder & Board Member | Company-building role |
| Affinia Therapeutics | Board Member | Gene therapy expertise |
| TRIANA Biomedicines | Board Member | Biotech development oversight |
Board Governance
- Independence: The Board affirmatively determined Grayzel is independent under Nasdaq rules, noting his affiliation with a significant stockholder (Atlas Venture) but concluding no relationship interferes with independent judgment .
- Attendance: In 2024, each director attended 75% or more of Board and applicable committee meetings; directors are expected to participate in the virtual annual meeting .
- Committee assignments: Grayzel serves on the Research & Development (R&D) Committee; not on Audit, Compensation, or Nominating & Corporate Governance; he does not hold a committee chair role .
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | — |
| Compensation | No | — |
| Nominating & Corporate Governance | No | — |
| Research & Development | Yes | No |
- Board structure: Chair and CEO roles are separated (Chair: Mark Iwicki), with periodic review of leadership structure; lead director provisions exist if Chair is not independent .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 34,492 | Under Q32’s non-employee director policy; Grayzel elected to receive cash fees in options in lieu of cash (see footnote) |
Performance Compensation
| Year | Stock Options (Grant-Date Fair Value, $) | Options Held (Shares Underlying, 12/31/2024) | Vesting/Terms |
|---|---|---|---|
| 2024 | 164,607 | 15,336 | Time-based vesting; 10-year term; exercise price per grant date policy |
- Non-Employee Director Compensation Policy: Annual Board retainer $40,000; additional retainers for chair and committee roles; directors may elect to receive “all” cash retainer in options; Initial Award $228,000 (options) with 3-year vest; Annual Award $114,000 (options) vesting by the next annual meeting or first anniversary; sale-event full acceleration .
- Repricing event (RED FLAG): On Feb 24, 2025, all underwater options held by current employees and non-employee directors with grant dates prior to Feb 23, 2025 were repriced to $2.54 per share (closing price), which includes director holdings .
Other Directorships & Interlocks
| Entity | Type | Connection | Potential Interlock/Ownership |
|---|---|---|---|
| Atlas Venture funds (Atlas X; Opportunity I; Opportunity II) | Investor | Grayzel is a member of several Atlas GP entities; entities collectively own 2,092,106 shares (17.2%) | Significant shareholder; director affiliation noted in independence review |
| OrbiMed Private Investments VII, LP | Investor | Board member Diyong Xu is an OrbiMed employee; OrbiMed owns 2,252,987 shares (18.5%) | Significant shareholder with board representation |
| Acorn Bioventures, L.P. | Investor | Board member Isaac Manke is a General Partner; Acorn owns 803,425 shares (6.6%) | Significant shareholder with board representation |
- Registration Rights Agreement for pre-closing financing investors (including Atlas-related funds, Acorn, OrbiMed participants): shelf registration and resale rights with ongoing effectiveness expectations; company covers certain expenses and indemnifies securityholders .
Expertise & Qualifications
- Education: B.A. Stanford; M.D. Harvard; residency in internal medicine at Massachusetts General Hospital .
- Technical/industry expertise: Company formation, clinical and translational science, board governance in biopharma; founding/CEO roles and multiple successful exits (Eli Lilly, The Medicines Company, Celgene, Novartis) .
- Board qualification: Life sciences investor and operator; scientific and medical knowledge cited as qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| David Grayzel, M.D. | 2,104,289 | 17.2% | 864,261 (Atlas X); 503,296 (Atlas Opportunity I); 724,549 (Atlas Opportunity II); plus 12,183 options exercisable within 60 days |
- Anti-hedging/pledging: Company policy prohibits short sales, derivatives/hedging, margining, and pledging of company securities by directors, officers and employees .
- Equity plan context: As of 12/31/2024, 1,942,873 options outstanding across plans; underwater options repriced to $2.54 on 2/24/2025 (affects non-employee directors) .
Insider Trades & Compliance
| Person | Item | Date of Transaction | Filing Status |
|---|---|---|---|
| David S. Grayzel | Section 16(a) Form (unspecified transaction) | Apr 1, 2024 | Inadvertently filed late on Aug 14, 2024 |
Governance Assessment
-
Positives
- Independent director with deep biotech company-building credentials; serves on R&D Committee, aligning oversight with domain expertise .
- Strong ownership alignment via beneficial ownership of 17.2% (including Atlas-affiliated holdings) and election to receive director fees in options, increasing equity-at-risk .
- Board separation of Chair and CEO; codified anti-hedging/pledging policy; related-party transaction policy requires Audit Committee approval .
- Attendance: Board members met the 75%+ threshold in 2024, supporting engagement .
-
Risks/Red Flags
- Option repricing across employees and non-employee directors on Feb 24, 2025; repricing of underwater options is a governance red flag absent explicit shareholder approval or robust rationale, potentially weakening pay-for-performance signals .
- Significant shareholder interlocks on the Board (Atlas, OrbiMed, Acorn) raise potential conflicts in financing and strategic decisions; while independence was affirmed, oversight controls should be scrutinized (Audit Committee related-party policy; independence review) .
- Section 16(a) late filing in 2024 indicates a minor compliance lapse; management attributed to administrative oversight .
-
Implications for investor confidence
- Ownership alignment is strong, but the 2025 option repricing may dilute performance accountability for directors and executives; investors should monitor future equity award practices and any additional repricings .
- The presence of multiple investor-affiliated directors requires vigilant conflict management; Audit Committee enforcement of the related-person policy and transparent disclosure (e.g., registration rights) partially mitigates risk .