Mark Iwicki
About Mark Iwicki
Mark Iwicki is an independent director at Q32 Bio (QTTB), serving since March 2024 and currently Chair of the Board; he notified the company he will resign effective December 31, 2025 to reduce outside boards and focus on his CEO role at Inhibikase Therapeutics . He is 58 years old and holds a B.S. in Business Administration (Ball State University) and an M.B.A. (Loyola University) . The Board determined he is independent under Nasdaq rules; he serves as Chair of the Compensation Committee and as a member of the Audit Committee, both comprised of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kala Bio, Inc. (NASDAQ: KALA) | Chief Executive Officer | Sep 2015 – Feb 2025 | Led company through multi‑year period; stepped down Feb 2025 |
| Civitas Therapeutics, Inc. | President & CEO | Jan 2014 – Nov 2014 | CEO of biopharma company |
| Blend Therapeutics, Inc. | President & CEO | Dec 2012 – Jan 2014 | CEO of pharmaceutical company |
| Sunovion Pharmaceuticals Inc. | President & CEO | Oct 2007 – Jun 2012 | Ran U.S. pharma operations |
| Novartis Pharmaceuticals | Various roles (most recent VP & BU Head) | Mar 1998 – Oct 2007 | Senior commercial leadership |
| Astra Merck Inc.; Merck & Co., Inc. | Management positions | Prior to 1998 | Early industry roles |
| Legacy Q32 Bio | Chairman of the Board | 2020 – Mar 2024 (merger) | Pre-merger board leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Inhibikase Therapeutics, Inc. (NASDAQ: IKT) | President & CEO; Director | Since Feb 2025 | Resignation from Q32 Bio cited to focus on IKT CEO role |
| Kala Bio, Inc. (NASDAQ: KALA) | Director | Current (CEO until Feb 2025) | Continues on board post-CEO |
| Akero Therapeutics, Inc. (NASDAQ: AKRO) | Director | Current | Independent directorship |
| Merus N.V. (NASDAQ: MRUS) | Director | Current | Independent directorship |
| Third Harmonic Bio, Inc. (NASDAQ: THRD) | Director | Current; will depart Q3 2025 | Departure expected following planned dissolution |
| Aerovate (pre-merger with Jade Biosciences) | Director | 2021 – 2025 | Prior board role |
| Aimmune Therapeutics, Inc. (NASDAQ: AIMT) | Director | 2015 – 2020 | Prior board role |
| Pulmatrix, Inc. (NASDAQ: PULM) | Director | 2015 – 2021 | Prior board role |
Board Governance
- Structure and leadership: Q32 Bio separates Chair and CEO roles; Mr. Iwicki serves as non‑executive Chair to enhance independent oversight .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; the audit committee is chaired by an audit committee financial expert (LaPorte) and all members are independent for SEC/Nasdaq purposes .
- Independence: Board affirmed Mr. Iwicki is independent under Nasdaq listing standards (audit and compensation committee independence also satisfied) .
- Attendance: In 2024, the Board met 7 times; each director attended ≥75% of Board and assigned committee meetings during periods served .
- Tenure and transition: Class III director with term through 2027; notice given to resign effective Dec 31, 2025 to reduce outside boards—Board disclosed no disagreements .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| 2024 Cash Fees (Actual) | $85,316 | Fees earned under director policy (prorated post‑merger) |
| Board Annual Retainer (policy) | $40,000 | For all non‑employee directors |
| Chair of the Board (policy) | $30,000 additional annual retainer | Stated in policy narrative |
| Non‑Executive Chair (policy table) | $33,500 additional annual fee | Amount shown in policy table for 2024 |
| Audit Committee | Member $9,500; Chair +$9,500 | Annual retainers |
| Compensation Committee | Member $6,000; Chair +$6,000 | Annual retainers |
| Nominating & Corp Gov Committee | Member $5,000; Chair +$5,000 | Annual retainers |
| Research & Development Committee | Member $5,000; Chair +$5,000 | Annual retainers |
None of the directors received compensation beyond cash fees and stock option awards under the 2024 Plan in 2024 .
Performance Compensation
| Equity Component | 2024 Actual (Grant-Date Fair Value) | Grant Mechanics & Vesting |
|---|---|---|
| Stock Option Awards (Mark Iwicki) | $329,215 | Value under ASC 718; excludes options granted in lieu of cash; actual value realized depends on future stock performance |
| Options Held at 12/31/2024 (Mark Iwicki) | 70,371 options | Outstanding director options as of year‑end |
| Initial Director Award (policy) | $228,000 value | Vests 1/3 on first anniversary; remainder monthly over next 2 years; 10‑year term; FMV strike |
| Annual Director Award (policy) | $114,000 value | Vests fully by first anniversary or next annual meeting; 10‑year term; FMV strike |
| Sale Event Acceleration | Full vesting of director awards | Per 2024 Stock Option and Incentive Plan |
| Option in lieu of Cash (policy) | Allowed (all or none election) | Granted at start of year; quarterly vesting; some directors elected options for cash retainers in 2024 |
- Performance metrics for director equity: None disclosed; director equity awards are service‑based time‑vested options (no revenue/EBITDA/TSR conditions) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Note |
|---|---|---|
| Inhibikase Therapeutics (IKT) | CEO/Director | Outside operating role; Q32 Bio disclosed independence and no resignation disagreement; Mr. Iwicki resigns from Q32 Bio board year‑end 2025 to reduce board load |
| Third Harmonic Bio (THRD) | Director | Planned dissolution in Q3 2025; will no longer serve thereafter |
| Atlas/OrbiMed affiliates | N/A | Company-level related financing involved large holders affiliated with other Q32 directors; audit committee reviews related person transactions per policy |
Expertise & Qualifications
- Senior operating leadership across public and private biopharma (Sunovion CEO; Novartis VP/BU Head; CEO roles at Blend, Civitas, Kala, and Inhibikase) .
- Board leadership experience as Legacy Q32 Chairman (since 2020) and current non‑executive Chair at Q32 Bio; multiple public company directorships in biotech .
- Education: B.S. Ball State; M.B.A. Loyola University .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Mark Iwicki | 53,339 | <1% | Based on 12,197,615 shares outstanding as of Apr 16, 2025 |
| Director Options Held (12/31/2024) | 70,371 options | N/A | Options outstanding (separate from above share count presentation) |
- Anti‑hedging/pledging: Company policy prohibits short sales, hedging, use of margin, and pledging company securities—mitigates alignment and liquidity‑driven selling risks .
Governance Assessment
-
Strengths
- Independent non‑executive Chair and independent committee leadership; audit committee designated financial expert; clear committee charters and oversight of related‑party transactions .
- Documented independence determination under Nasdaq rules; >75% meeting attendance in 2024 .
- Director pay mix aligned with shareholders (cash retainer + time‑vested options), with option‑in‑lieu‑of‑cash choice and sale‑event acceleration transparency .
-
Watch items / potential risks
- Multiple concurrent public boards and an external CEO role raise overboarding bandwidth considerations; however, he has proactively notified resignation from Q32 Bio effective 12/31/2025 to reduce board load; resignation not due to any disagreement with the company .
- Large investors with board affiliations participated in 2024 pre‑closing financing; mitigated by audit committee oversight and a formal related‑person transaction policy; no related‑party expense recognized in 2023–2024 .
-
Alignment signals
- Beneficial ownership plus outstanding options provide equity exposure; pledging and hedging prohibited by policy, supporting shareholder alignment .
Director Compensation (2024)
| Component | Mark Iwicki ($) |
|---|---|
| Fees Earned or Paid in Cash | 85,316 |
| Option Awards (Grant-Date Fair Value) | 329,215 |
| Total | 414,531 |
As of 12/31/2024, Mr. Iwicki held options to purchase 70,371 shares .
Board & Committee Activity (2024)
| Body | Meetings Held |
|---|---|
| Full Board | 7 |
| Audit Committee | 4 |
| Compensation Committee | 2 |
| Nominating & Corporate Governance Committee | 1 |
| Research & Development Committee | 2 |
Each director attended at least 75% of Board and applicable committee meetings during their service period in 2024 .
Related-Party & Conflict Controls
- Audit committee reviews and approves/ratifies related person transactions; emergency chair approval subject to committee ratification; directors abstain when conflicted .
- Company disclosed pre‑closing financing involving 5%+ holders (some affiliated with other directors); no disagreements reported and no related‑party consulting expenses incurred in 2023–2024 .
- Insider trading policy prohibits short sales, derivatives, margin, and pledging of company stock .
Employment & Contracts (Director-specific)
- Indemnification: Company maintains standard indemnification agreements for directors .
- Transition: Notice of resignation as director effective Dec 31, 2025; will remain Chair of the Board and Chair of Compensation and member of Audit until effective date; no disagreement with company .