Isaac Manke
About Isaac Manke
Isaac Manke, Ph.D., age 48, has served as an independent director of Q32 Bio Inc. since March 2024. He is a General Partner at Acorn Bioventures focusing on small-cap public and private biotechnology investments; previously he spent 11 years at New Leaf Venture Partners leading the firm’s public investment activities. He holds B.A. degrees in Biology and Chemistry from Minnesota State University (Moorhead) and a Ph.D. in Biophysical Chemistry and Molecular Structure from MIT . The Board determined he is independent under Nasdaq rules as of April 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Leaf Venture Partners | Investment professional; led public investment activities | 11 years, through 2019 | Led firm’s public investments |
| Various biotech companies | Board member (unspecified names) | Not disclosed | Several public and private biotech boards (not enumerated) |
External Roles
| Organization | Role | Tenure | Notable Details/Interlocks |
|---|---|---|---|
| Acorn Bioventures, L.P. | General Partner | Current | Acorn beneficially owns 803,425 QTTB shares (6.6%); Manke is a GP at Acorn |
Board Governance
- Committee assignments (2024): Compensation Committee member; not on Audit, Nominating & Corporate Governance, or Research & Development; not a chair .
| Committee | Member | Chair |
|---|---|---|
| Audit | No | — |
| Compensation | Yes | No |
| Nominating & Corporate Governance | No | — |
| Research & Development | No | — |
- Committee activity in 2024 (post-Merger): Audit (4 meetings) ; Compensation (2) ; Nominating (1) ; R&D (2) .
- Independence: Board determined Manke qualifies as “independent” under Nasdaq rules .
- Attendance: Each director attended ≥75% of aggregate Board and applicable committee meetings in 2024 .
- Annual meeting participation: Directors expected to attend; meeting held virtually .
Fixed Compensation
- 2024 Director Compensation (post-Merger period)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 35,258 | 2024 service period; prorated post-Merger |
| Option Awards (grant-date fair value) | 164,607 | Excludes options granted in lieu of cash fees |
| Total | 199,865 |
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Election in lieu of cash: Manke elected to receive annual cash fees in the form of stock options under the non-employee director policy .
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Option holdings at 12/31/2024: 15,394 shares underlying options .
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Non-Employee Director Compensation Policy (adopted March 25, 2024)
| Role/Committee | Annual Retainer ($) |
|---|---|
| Board member | 40,000 |
| Non-Executive Chair (additional) | 33,500 |
| Audit member / chair (additional) | 9,500 / 9,500 |
| Compensation member / chair (additional) | 6,000 / 6,000 |
| Nominating member / chair (additional) | 5,000 / 5,000 |
| Research & Development member / chair (additional) | 5,000 / 5,000 |
- Equity retainers: Initial Award valued at $228,000 (options, time-vested); Annual Award valued at $114,000 (options) with one-year vest or next AGM; sale-event acceleration applies .
Performance Compensation
- No performance-based director compensation disclosed (no RSU/PSU metrics, TSR-based director awards, or meeting fees). Director compensation consists of fixed retainers and option grants per policy .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Acorn Bioventures, L.P. | General Partner | Acorn is a >5% holder (6.6%); affiliation can create perceived conflicts; independence affirmed by Board |
| Pre-Closing Financing (Merger) | Investor group included Acorn | Acorn purchased 3,156,665 Legacy Q32 shares for $3,784,526; converted to QTTB shares at closing |
Expertise & Qualifications
- Life sciences investing expertise; experience across public/private biotech.
- Education: B.A. Biology and B.A. Chemistry (Minnesota State University - Moorhead); Ph.D. in Biophysical Chemistry and Molecular Structure (MIT) .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding |
|---|---|---|
| Isaac Manke (individual) | 12,344 shares via options exercisable within 60 days of 4/16/2025 | <1% (12,197,615 shares outstanding) |
| Acorn Bioventures, L.P. | 803,425 shares | 6.6% |
- Anti-hedging and pledging: Company policy prohibits hedging and pledging by directors; short sales, derivatives, margin use, and pledging are banned .
Insider Trades & Section 16 Compliance
| Person | Event Date | Filing Date | Note |
|---|---|---|---|
| Isaac Manke | 04/01/2024 | 09/30/2024 | One transaction was inadvertently filed late due to administrative oversight |
Compensation Structure Analysis (Signals)
- Options repricing: On February 24, 2025, all underwater options (including those held by non-employee directors) with grant dates prior to Feb 23, 2025 were repriced to $2.54 per share (closing price), a shareholder-unfriendly action and governance red flag that can weaken pay-for-performance alignment .
- Clawback: The Board adopted a Compensation Recovery Policy compliant with Nasdaq rules (three-year lookback for incentive comp tied to financial reporting), though primarily applicable to executives .
- Consultant independence: Compensation Committee retained Aon as independent compensation consultant; independence assessed with no conflicts found .
Related Party Transactions (Conflict Risk)
| Transaction | Parties | Amount/Terms |
|---|---|---|
| Pre-Closing Financing (Subscription Agreement) | Acorn Bioventures purchased 3,156,665 Legacy Q32 shares | $3,784,526 at $1.989/share; converted into QTTB shares at closing |
- Related person transaction policy requires Audit Committee review/approval and prohibits participation by the related director; formal policy described .
Governance Assessment
- Strengths: Independent director with deep biotech investing expertise; serves on Compensation Committee; Board confirms independence; anti-hedging policy enhances alignment; formal related-party review and clawback policy in place .
- Concerns/RED FLAGS: Option repricing to $2.54 in Feb 2025 (including non-employee directors) weakens pay-for-performance optics; affiliation with a >5% shareholder (Acorn) raises potential conflict-of-interest risk despite independence determination; one late Section 16 filing indicates a minor compliance lapse .
- Alignment: Individual ownership is de minimis (<1%), but associated fund (Acorn) holds 6.6%, which can align with shareholder value but requires vigilant conflict management through committee processes and recusals where appropriate .