Jodie Morrison
About Jodie Morrison
Jodie Morrison is Chief Executive Officer and a director of Q32 Bio Inc. (ticker: QTTB) since March 2024; she is age 49 as of April 16, 2025 and serves as a Class II director with her current term expiring in 2026 . Her education includes a B.A. in Neuroscience from Mount Holyoke College, a clinical research certification from Boston University School of Medicine, and a certificate from the Greater Boston Executive Program at MIT Sloan . In 2024, her executive pay included $627,112 in salary and $230,802 in performance-based cash bonus; equity compensation was heavily option-based with $5,142,498 in grant-date fair value, reflecting a pay program balanced between fixed and at-risk components . As of April 16, 2025, she beneficially owned 325,347 shares, or 2.6% of outstanding shares (12,197,615 total), aligning her interests with shareholders; company policy prohibits hedging and pledging of QTTB stock and requires trade preclearance for insiders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cadent Therapeutics | Chief Executive Officer | Jan 2019–Mar 2021 | Led biopharma company as CEO |
| Keryx Biopharmaceuticals | Chief Executive Officer | Apr 2018–Dec 2018 | Led NASDAQ-listed biopharma as CEO |
| Atlas Venture | Venture Partner | Jul 2021–Sep 2022 | Venture partner at leading life-sciences VC |
| Legacy Q32 Bio | President & Chief Executive Officer | Sep 2022–Mar 2024 | Led Legacy Q32 prior to merger; joined board Sep 2022 |
External Roles
| Organization | Role | Years |
|---|---|---|
| Rectify Pharmaceuticals | Director | Current |
| Atlas Venture | Advisor | Since Jan 2019 |
| Ribon Therapeutics | Chair of the Board | Prior service (dates not disclosed) |
| Aileron Therapeutics | Director | Prior service (dates not disclosed) |
| Akebia | Director | Prior service (dates not disclosed) |
| Keryx | Director | Prior service (dates not disclosed) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Base Salary (set) ($) | 545,000 | 645,600 |
| Salary Paid ($) | 525,032 | 627,112 |
| All Other Compensation ($) | 600 | 2,826 |
| Notes | Base salary increased 18.5% YoY effective with merger | CEO & Director; no additional director fees |
- Perquisites for Morrison consist of group term life insurance and family leave insurance contributions, wellness benefits and gift card bonuses .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2024) | Corporate goals achievement | 100% | 100% of target bonus | 65% achieved | $230,802 (65% of 55% of base) | N/A (cash) |
| Annual Cash Bonus (FY 2023) | Corporate goals achievement | Not disclosed | Not disclosed | Not disclosed | $327,000 | N/A (cash) |
| Stock Options (3/25/2024 grant) | Time-based vesting | N/A | N/A | N/A | Grant-date FV $5,142,498 (all option awards FY 2024) | 25% at 1-year, then 36 monthly installments |
- 2024 target bonus was 55% of base salary; the Board determined corporate goal achievement was 65%, driving the $230,802 payout (55% of $645,600 × 65%) .
- Long-term equity incentives for NEOs in March 2024 were stock options with time-based vesting; committee may consider performance equity in future strategy .
Detailed Equity Awards Outstanding (as of 12/31/2024)
| Grant (Vesting Commencement) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 9/8/2022 | 85,901 | 66,799 | 7.50 | 11/17/2032 |
| 11/1/2022 | 79,537 | 73,163 | 7.50 | 11/17/2032 |
| 10/19/2023 | 4,932 | 11,969 | 17.08 | 11/9/2033 |
| 3/25/2024 | — | 394,445 | 16.83 | 3/25/2034 |
- Vesting mechanics: 2017/2022 awards vest in 48 equal monthly installments; 2024 awards vest 25% on first anniversary then 36 equal monthly installments; awards fully accelerate upon qualifying termination within 12 months post-change of control per employment agreement .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Shares Outstanding (basis) |
|---|---|---|---|
| Apr 16, 2025 | 325,347 | 2.6% | 12,197,615 |
- Beneficial ownership includes shares and options exercisable within 60 days; company prohibits hedging, short sales, margin accounts, and pledging of Company securities; all insider trades require preclearance and time-bounded completion, with Rule 10b5-1 plans permitted under separate policy .
- On Feb 24, 2025, QTTB repriced “underwater” options (2017 and 2024 Plans) held by current employees and non-employee directors to $2.54 per share (closing price), materially lowering exercise prices on outstanding options .
Employment Terms
| Term | Provision |
|---|---|
| Employment | At-will; CEO role effective at merger closing |
| Base Salary | $645,600 annually |
| Target Bonus | 55% of base salary |
| Severance (non-CIC) | 12 months base salary; 12 months COBRA (subject to release) |
| Change-in-Control (double-trigger) | If terminated without Cause or for Good Reason within 12 months post-CIC: lump sum 1.5× (12 months base + target bonus), 18 months COBRA, 100% acceleration of unvested time-based equity (subject to release) |
| 280G Treatment | “Better-of” approach: receive greater of net-after-tax amount or cutback to $1 below excise tax threshold (Section 4999) |
Board Governance
- Dual role: Morrison serves as CEO and director; she is not “independent” under Nasdaq rules due to her management role .
- Committee membership: QTTB maintains Audit (Chair LaPorte), Compensation (Chair Iwicki), Nominating & Corporate Governance (Chair Thistle), and Research & Development (Chair Lundberg) committees; Morrison is not listed as a committee member .
- Director compensation policy (non-employee directors): $40,000 annual retainer; additional chair and committee retainers; equity initial award ($228,000 Black-Scholes) and annual award ($114,000) with vesting per policy; Morrison received no additional compensation for board service as an employee director .
- Independence review: Board determined a majority of directors were independent in April 2025; Morrison classified as non-independent; no family relationships among directors/executives .
- Say-on-Pay: Board recommended voting “FOR” executive compensation and annual frequency for Say-on-Pay at 2025 annual meeting .
Compensation Committee Analysis
- Composition: Mark Iwicki (Chair), Bill Lundberg, M.D., and Isaac Manke, Ph.D.; all “independent” under Nasdaq; met twice post-merger in FY 2024 .
- Consultant: Aon plc engaged; independence assessed with no conflicts; market data informed pay decisions; base salaries reviewed in March 2024 .
- Oversight scope: CEO and NEO compensation, incentive plans, director compensation, succession planning, human capital, and CD&A (if required) .
Investment Implications
- Pay-for-performance calibration: 2024 bonus paid at 65% of target on corporate goals indicates moderate attainment, with variable cash aligned to defined milestones .
- Significant equity leverage and repricing dynamic: Options constitute the bulk of Morrison’s 2024 grant value, and companywide repricing to $2.54 lowers exercise hurdles on legacy awards, potentially increasing option realizability and future exercise activity if shares appreciate .
- Alignment safeguards: Prohibitions on hedging and pledging and mandatory preclearance for insider trades reduce misalignment risks and opportunistic trading around MNPI windows; Rule 10b5-1 plans may structure future sales .
- Retention and change-of-control economics: Double-trigger CIC protection (1.5× salary + target bonus, COBRA, equity acceleration) supports executive retention during strategic transactions while avoiding single-trigger windfalls; outside CIC severance is limited to salary continuation and COBRA .
- Governance structure: CEO/director dual role with an independent committee framework and no additional director pay for Morrison mitigates independence concerns; committee leadership by independent directors provides oversight of compensation and governance .