DEF 14A of Disc Medicine, Inc., May 1, 2024

DEF 14A of Disc Medicine, Inc.

Filed May 1, 2024 · FY20230000950170-24-051376

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORs

    PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORs Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the Class I directors are Mona Ashiya, Ph.D. and Kevin Bitterman, Ph.D., and their terms will expire at the Annual Meeting; • the Class II directors are Georges Gemayel, Ph.D., Mark Chin, M.S., M.B.A. and Liam Ratcliffe, M.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2025; and • the Class III directors are Donald Nicholson, Ph.D., William White, M.P.P., J.D. and John Quisel, J.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated each of Mona Ashiya, Ph.D. and Kevin Bitterman, Ph.D. for election as a Class I director at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2027 and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Each of the nominees is presently a director, and has indicated a willingness to continue to serve as a director, if elected. If either of the nominees becomes unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors. Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, integrity, judgment, skills, education, expertise, business acumen and experience and absence of conflicts of interest. However, we do not have a formal policy concerning the diversity of the board of directors. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity of expertise and experience in substantive matters pertaining to our business relative and diversity of background and perspective, including, but not limited to, with respect to gender, ethnicity, religion, nationality, disability and sexual orientation. Our board of directors and nominating and corporate governance committee are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 15, 2024.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Mona Ashiya, Ph.D. | Director | 2021 | Class I – 2027 | 55 | | Kevin Bitterman, Ph.D. | Director | 2017 | Class I – 2027 | 47 |

  4. Class I Directors Nominees

    Class I Directors Nominees Mona Ashiya, Ph.D. has served as a member of our board of directors since September 2021. Dr. Ashiya is currently a Partner at OrbiMed Advisors LLC, an investment firm, where she has been employed since October 2010. Dr. Ashiya currently serves on the board of directors of several private companies. Dr. Ashiya also previously served on the board of directors of Prevail Therapeutics Inc. (Nasdaq: PRVL), from October 2017 to March 2019, and Sierra Oncology, Inc. (Nasdaq: SRRA), from November 2019 to July 2022. Dr. Ashiya received her B.A. from the University of California, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh. Dr. Ashiya is qualified to serve on our board of directors based on her roles on public and private boards of directors as well as her extensive experience in investing in healthcare companies. Kevin Bitterman, Ph.D. has served as a member of our board of directors since November 2017. Dr. Bitterman currently serves as a partner at venture firm Atlas Venture Life Science Advisors, LLC, or Atlas, a venture capital firm, where he has been employed since June 2017 and where he focuses on investments in life science companies. Prior to joining Atlas, Dr. Bitterman was a partner at Polaris Partners, an investment firm, as a member of the healthcare team from July 2004 to May 2017. Dr. Bitterman serves on the boards of Resonance Medicine, Nvelop Therapeutics, Judo Bio, Kinaset Therapeutics, Mariana Oncology, and Remix Therapeutics. He is board chair at Chroma Medicine and at Vedere Bio II following Novartis’ acquisition of Vedere Bio. Dr. Bitterman was the founding CEO of Editas Medicine (Nasdaq: EDIT), Morphic Therapeutics (Nasdaq: MORF) and Wisterra (acquired by Otsuka), and co-founded Genocea Biosciences (Nasdaq: GNCA). Dr. Bitterman previously served as a director of Akero Therapeutics, Inc. (Nasdaq: AKRO), Kala Pharmaceuticals, Inc. (Nasdaq: KALA) and Taris Biomedical (acquired by Johnson & Johnson) among other ventures. Dr. Bitterman also serves as board chair of the New England Venture Capital Association. Dr. Bitterman received a B.A. in biology from Rutgers College and a Ph.D. in genetics from Harvard Medical School. Dr. Bitterman is qualified to serve on our board of directors due to his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, properly submitted proxies will be voted for the election of such substitute nominee as our board of directors may designate.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2024.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with Disc Medicine, Inc. | Class | Director Since | Age | | Georges Gemayel, Ph.D. | Director | II | 2022 | 64 | | Mark Chin, M.S., M.B.A. | Director | II | 2021 | 42 | | Liam Ratcliffe, M.D., Ph.D. | Director | II | 2019 | 60 | | Donald Nicholson, Ph.D. | Executive Chairman and Director | III | 2019 | 66 | | William White, M.P.P., J.D. | Director | III | 2020 | 51 | | John Quisel, J.D., Ph.D. | Director, President and Chief Executive Officer | III | 2020 | 52 |

  7. Class II Directors (Term Expires at 2025 Annual Meeting)

    Class II Directors (Term Expires at 2025 Annual Meeting) Georges Gemayel, Ph.D. has served as a member of our board of directors since December 2022. Prior to that, Dr. Gemayel served as Gemini Therapeutics’ Interim President and Chief Executive Officer from February 2022 to December 2022, Executive Chairperson of the Board from November 2021 to December 2022 and Chairperson of the Board from May 2021 to November 2021. Dr. Gemayel has over 30 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the board of directors of Supernus Pharmaceuticals, Inc., and is the chair of the boards of Flamingo, Enterome SA, and GlycoEra. Previously, Dr. Gemayel served as Executive Chair of FoldRx Pharmaceuticals and of Syndexa Pharmaceuticals, as Chair of Oxthera AB, Dimension Therapeutics, Orphazyme A/S, Epitherapeutics and Dynacure, and as Director of Prosensa, Raptor Pharmaceuticals, NPS Pharma, Momenta Pharmaceuticals and Adolor. From 2008 to 2009, Dr. Gemayel was President and Chief Executive Officer of Altus Pharmaceuticals Inc., a publicly traded pharmaceutical company. From 2003 to 2008, Dr. Gemayel was Executive Vice President at Genzyme Corporation where he was responsible for the company’s global therapeutics, transplant, renal and biosurgery businesses. From 1998 to 2003, Dr. Gemayel held progressively senior roles at Hoffmann Ltd. and Roche Labs, most recently as Vice President, National Specialty Care, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel completed his doctorate in pharmacy at St. Joseph University in Beirut, Lebanon, and earned a Ph.D. in pharmacology at University in Paris, France. Our board of directors has concluded that Dr. Gemayel possesses the expertise and extensive professional experience and knowledge that qualifies him to serve as a member of our board. Mark Chin, M.S., M.B.A. has served as a member of our board of directors since September 2021. Mr. Chin has served as partner at Avoro Capital, a biotechnology-focused investment firm, since November 2023. From April 2020 to November 2023 and August 2016 to April 2020, Mr. Chin served as a managing director and, an investment director, respectively, at Arix Bioscience PLC, or Arix Bioscience, a biotechnology-focused venture capital firm. Prior to Arix Bioscience, Mr. Chin was a principal at Longitude Capital, a healthcare venture capital firm, from September 2012 to August 2016, where he focused on investments in both private and public biotechnology and medical technology companies. Prior to Longitude Capital, Mr. Chin was a consultant at the Boston Consulting Group, a global management consulting firm, from January 2011 to September 2012, where he managed strategy and corporate development projects for pharmaceutical and biotechnology companies, and prior to Boston Consulting Group, he worked in corporate development at Gilead Sciences, a biotechnology company, and in market planning at Genentech, a biotechnology company. Mr. Chin currently serves as a member of the boards of directors of Imara Inc. (Nasdaq: IMRA) and a number of private biotechnology companies. Mr. Chin received a B.S. from the University of California at San Diego, a M.S. from the University of Pennsylvania, and a M.B.A. from The Wharton School at the University of Pennsylvania. We believe Mr. Chin is qualified to serve on our board of directors based on his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies. Liam Ratcliffe, M.D., Ph.D. has served as a member of our board of directors since September 2019. Dr. Ratcliffe has served as Head of Biotechnology at Access Industries, a privately held industrial group, since April 2019. Previously, Dr. Ratcliffe spent 10 years at New Leaf Venture Partners, a venture capital firm, from September 2008 through March 2019, culminating his career there as Managing Director, where he focused on investing in therapeutic and therapeutic platform companies. Prior to joining New Leaf Venture Partners, Dr. Ratcliffe was Worldwide Head of Clinical Research and Development at Pfizer Inc. (Nasdaq: PFE), where he spent 12 years of his career. Dr. Ratcliffe currently serves as a member of the boards of directors of Arvinas Inc. (Nasdaq: ARVN) since October 2015, Passage Bio Inc. (Nasdaq: PASG) since September 2019, Recludix Pharma, Inc. since December 2019, and Eliem Therapeutics Inc. (Nasdaq: ELYM) since October 2019. Previously, Dr. Ratcliffe served as a board member at Edge Therapeutics, Inc. (now PDS Biotechnology Corp., Nasdaq: PDSB) from October 2015 to November 2018, Unum Therapeutics Inc. (formerly listed on Nasdaq) from March 2018 to April 2019, Deciphera Pharmaceuticals Inc. (Nasdaq: DCPH) from September 2017 to March 2019, Aptinyx Inc. (Nasdaq: APTX) from June 2018 to April 2019, and RallyBio Corporation (Nasdaq: RLYB) from April 2018 to March 2019. Dr. Ratcliffe received a M.B.Ch.B. and a Ph.D. in immunology from University of Cape Town and an M.B.A. from the University of Michigan. Dr. Ratcliffe is qualified to serve on our board of directors because of his extensive clinical development and venture capital experience in the life sciences industry.

  8. Class III Directors (Term Expires at 2026 Annual Meeting)

    Class III Directors (Term Expires at 2026 Annual Meeting) Donald Nicholson, Ph.D. has served as Executive Chairman of our board of directors since April 2019. Dr. Nicholson is the former chief executive officer of Nimbus Therapeutics, LLC, or Nimbus, a biotechnology company, serving from August 2014 to October 2018. Prior to joining Nimbus, Dr. Nicholson held various strategic, leadership and operational roles in diverse therapeutic areas, including respiratory, inflammation, immunology, bone, endocrine, urology, infectious disease and neurosciences at Merck from April 1998 to July 2013. Dr. Nicholson has co-authored more than 150 publications in peer-reviewed scientific and medical journals and is internationally recognized for his contributions to the field of apoptotic cell death. He also serves as a member on the board of directors of Generation Bio (Nasdaq: GBIO), Jnana Therapeutics, Muna Therapeutics, Matchpoint Therapeutics and NodThera. Dr. Nicholson previously served on the board of directors of Kymera Therapeutics, Inc. (Nasdaq: KYMR) from November 2017 to November 2022. Dr. Nicholson received his Ph.D. and an Honors B.Sc. degree in Biochemistry from the University of Western Ontario, and trained as a Medical Research Council postdoctoral fellow at the University of Munich in Germany. Dr. Nicholson is qualified to serve as a member of our board of directors due to his extensive experience in leadership positions throughout the life sciences industry and his strong scientific background. William White, M.P.P., J.D. has served as a member of our board of directors since December 2020. Mr. White has served as the Executive Vice President, Chief Financial Officer and Head of Corporate Development and Treasurer at Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, since April 2019. Previously, Mr. White served as a Managing Director and Head of US Life Sciences Investment Banking at Deutsche Bank, a financial service provider, from September 2017 to March 2019. Prior to that, Mr. White was a Managing Director in Healthcare Investment Banking at Citigroup from May 2006 to September 2017. Previously, Mr. White served as an associate and later as a Vice President in Healthcare Investment Banking at Goldman, Sachs & Co. from November 2000 to March 2006. Mr. White also serves as a member of the board of directors and Chair of the Audit Committee of Ventyx Bioscience (Nasdaq: VTYX). Mr. White received an A.B. from Princeton University, an M.P.P. from Harvard University and a J.D. from Columbia University. Mr. White is qualified to serve on our board of directors because of his extensive financial and investment experience in the life sciences industry. John Quisel, J.D. Ph.D. has served as our President, Chief Executive Officer and as a member of our board of directors since February 2020. Previously, from October 2006 through February 2020, Dr. Quisel served in various positions at Acceleron Pharma Inc., or Acceleron, a biopharmaceutical company, most recently as Chief Business Officer. Prior to joining Acceleron, Dr. Quisel worked as an associate at the law firms of Ropes & Gray and Foley Hoag. Since November 2023, Dr. Quisel serves as a board member of Gossamer Bio, Inc. (Nasdaq: GOSS). Dr. Quisel holds an A.B. from Harvard University, an M.S. from Stanford University, a Ph.D. from the Massachusetts Institute of Technology, and a J.D. from Harvard Law School. Dr. Quisel is qualified to serve as a member of our board because of his significant scientific industry and management experience, including the experience gained from prior service as a Chief Business Officer. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS DISC MEDICINE, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP, or EY, as our independent registered public accounting firm for the fiscal year ending December 31, 2024. EY has served as our independent registered public accounting firm since 2020. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder approval is not required to appoint EY as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of EY to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain EY. If the selection of EY is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Disc and its stockholders. A representative of EY is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. We incurred the following fees from EY for the audit of the financial statements and for other services provided during the years ended December 31, 2023 and 2022.

  9. Class III Directors (Term Expires at 2026 Annual Meeting)

    | | 2023 | 2022 | | Audit fees(1) | $759,000 | $1,145,000 | | Audit-Related fees(2) | — | — | | Tax fees(3) | 89,063 | 35,000 | | All other fees(4) | — | — | | Total fees | $848,063 | $1,180,000 |

  10. Class III Directors (Term Expires at 2026 Annual Meeting)

    (1) Audit fees consist of fees billed for professional services rendered in connection with the audit of our annual financial statements and reviews of our quarterly financial statements for those fiscal years. This category also includes fees for services incurred in connection with the filing of our Registration Statement on Form S-3, prospectus supplements, Form S-4 and related services that are normally provided in connection with regulatory filings. (2) Audit-related fees consist of services that are reasonably related to the performance of the audit or review of our financial statements. There were no such fees incurred in 2023 or 2022. (3) Tax Fees consist of fees for tax compliance, tax advice and tax planning. (4) There were no other fees incurred in 2023 or 2022.

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2023. Dr. Quisel, one of our directors who also serves as our Chief Executive Officer, does not receive any additional compensation for his service as a director. Dr. Quisel is one of our named executive officers and, accordingly, the compensation that we pay to Dr. Quisel is discussed above under ‘‘—2023 Summary Compensation Table’’ and ‘‘—Narrative to Summary Compensation Table.’’ Other than as described in this paragraph and set forth in the table and described more fully below, we did not pay any compensation or make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2023 for their services as members of the board of directors.

  12. 2023 Director Compensation Table

    2023 Director Compensation Table

  13. 2023 Director Compensation Table

    | Name | Fee Earned or Paid in Cash ($) | Option Awards ($)(1)(4) | Total ($) | | Donald Nicholson, Ph.D. | 164,000 | 215,308 | 379,308 | | William White, M.P.P., J.D. | 55,000 | 215,308 | 270,308 | | Jay Backstrom, M.D., M.P.H.(2) | 17,692 | 107,137 | 124,829 | | Mona Ashiya, Ph.D. | 49,000 | 215,308 | 264,308 | | Kevin Bitterman, Ph.D. | 53,000 | 215,308 | 268,308 | | Mark Chin, M.S., M.B.A. | 47,500 | 215,308 | 262,808 | | Liam Ratcliffe, M.D., Ph.D. | 51,500 | 215,308 | 266,808 | | Georges Gemayel, Ph.D.(3) | 40,000 | 215,308 | 255,308 |

  14. 2023 Director Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee directors during fiscal year 2023, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock. (2) Dr. Backstrom resigned from our board on June 9, 2023. Upon Dr. Backstrom's resignation, our board approved an amendment to the stock options held by Dr. Backstrom to accelerate the vesting such that any unvested stock options held by Dr. Backstrom became vested and exercisable in full as of June 9, 2023. (3) Dr. Gemayel joined our board of directors on December 29, 2022. (4) As of December 31, 2023, our non-employee members of our board of directors held the following aggregate number of unexercised options as of such date:

  15. 2023 Director Compensation Table

    | Name | Number of Securities Underlying Unexercised Options | | Donald Nicholson, Ph.D. | 135,598 | | William White, M.P.P., J.D. | 18,376 | | Jay Backstrom, M.D., M.P.H. | 30,743 | | Mona Ashiya, Ph.D. | 14,136 | | Kevin Bitterman, Ph.D. | 14,136 | | Mark Chin, M.S., M.B.A. | 14,136 | | Liam Ratcliffe, M.D., Ph.D. | 14,136 | | Georges Gemayel, Ph.D. | 102,082 |

  16. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have implemented a formal policy pursuant to which our non-employee directors are eligible to receive the following cash retainers:

  17. Non-Employee Director Compensation Policy

    | | Annual Retainer ($) | Annual Retainer for Chair ($) | | Board of Directors | 40,000 | 150,000 | | Audit Committee | 7,500 | 15,000 | | Compensation Committee | 5,000 | 10,000 | | Nominating and Corporate Governance Committee | 4,000 | 8,000 |

  18. Non-Employee Director Compensation Policy

    The non-employee director compensation policy also provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase 20,000 shares of our common stock, or the Initial Grant. The Initial Grant will vest in equal monthly installments over three years, with a one-year cliff from the date of grant, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual option to purchase 10,000 shares of our common stock, or the Annual Grant. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.

  19. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2023 and 2022, as applicable.

  20. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John Quisel, J.D., Ph.D. | 2023 | 562,000 | — | — | 337,200 | 4,261 | 903,461 | | President and Chief Executive Officer | 2022 | 476,477 | — | 1,081,150 | 273,638 | — | 1,831,265 | | William Savage, M.D., Ph.D. | 2023 | 458,000 | — | — | 219,840 | 9,900 | 687,740 | | Chief Medical Officer | 2022 | 378,234 | 20,000 | 318,803 | 173,719 | — | 890,756 | | Joanne Bryce, CPA(5) | 2023 | 419,000 | — | 1,123,795(6) | 201,120 | 8,847 | 1,752,762 | | Chief Financial Officer | 2022 | 355,884 | 20,000 | 277,221 | 163,438 | — | 816,543 |

  21. 2023 Summary Compensation Table

    (1) The amounts reported reflect salaries earned by each named executive officer during the respective fiscal year. (2) The amounts reported represent the aggregate grant date fair value of the stock options awarded to our named executive officers during the 2023 and 2022 fiscal years, as applicable, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the common stock underlying such stock options. (3) The amounts represent bonuses earned as of December 31, 2023, upon the attainment of one or more pre-established performance goals established by our board of directors on an annual basis. (4) The amounts represent safe harbor matching contributions under our 401(k) plan to our named executive officers in 2023. (5) Ms. Bryce was a consultant to us until September 14, 2021 when she transitioned to Chief Financial Officer. Effective February 7, 2024, Ms. Bryce departed from her role as Chief Financial Officer and transitioned to an independent contractor advisor. The amount reported reflects an accounting charge relating to an amendment of the stock options held by Ms. Bryce as of November 27, 2023. In connection with the Bryce Separation Agreement (as defined below), our board of directors approved an extension of the post-termination exercise period relating to such stock options, such that the vested and outstanding shares subject to the stock options may be exercised until the earlier of (i) twelve months following the end of the Advisor Period (as defined below) and (ii) the original expiration date of the stock option.

  22. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023:

  23. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | John Quisel, J.D., Ph.D. | 12/29/2022(2) | 12/29/2022 | 33,000 | 99,002 | 13.50 | 12/28/2032 | | President and Chief Executive Officer | 9/14/2021(2) | 9/1/2021 | 94,719 | 73,668 | 9.86 | 9/13/2031 | | | 10/23/2020(3) | 10/7/2020 | 48,810 | 12,840 | 2.65 | 10/22/2030 | | | 3/11/2020(4) | 2/25/2020 | 231,049 | 10,162 | 1.01 | 3/10/2030 | | William Savage, M.D., Ph.D. | 12/29/2022(2) | 12/29/2022 | 9,731 | 29,193 | 13.50 | 12/28/2032 | | Chief Medical Officer | 9/14/2021(2) | 7/1/2021 | 6,360 | 4,161 | 9.86 | 9/13/2031 | | | 9/14/2021(2) | 9/1/2021 | 25,423 | 19,769 | 9.86 | 9/13/2031 | | | 10/23/2020(5) | 10/7/2020 | 8,135 | 2,140 | 2.65 | 10/22/2030 | | | 8/11/2020(4) | 8/3/2020 | 10,552 | 6,774 | 2.65 | 8/10/2030 | | Joanne Bryce, CPA | 12/29/2022(2) | 12/29/2022 | 8,461 | 25,386 | 13.50 | 12/28/2032 | | Chief Financial Officer | 9/14/2021(2) | 9/1/2021 | 39,077 | 34,668 | 9.86 | 9/13/2031 | | | 10/23/2020(2) | 10/7/2020 | 2,763 | 990 | 2.65 | 10/22/2030 | | | 10/23/2020(2) | 1/1/2020 | 2,154 | 99 | 2.65 | 10/22/2030 | | | 11/6/2019(6) | 5/1/2020 | — | 752 | 1.01 | 11/5/2029 |

  24. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) All stock options granted in years 2020 and 2021 were granted pursuant to the terms of our 2017 Stock Option and Grant Plan, as amended, or our 2017 Plan. All stock options granted in year 2022 were granted pursuant to the terms of our Amended and Restated 2021 Stock Option and Incentive Plan, or our 2021 Plan. Pursuant to provisions in our stock plans, the exercise price and number of shares subject to certain of these stock options were adjusted in connection with (i) the 1-for-10 reverse stock split that occurred on December 29, 2022 and (ii) our prior merger with Gemini Therapeutics, Inc., pursuant to which all of our shares of common stock were converted into shares of Gemini’s common stock based on an exchange ratio of 0.1096. Accordingly, the exercise prices shown in the table above (and in the corresponding footnotes) reflect our named executive officers’ post-reverse stock split holdings and post-conversion holdings. (2) This stock option vests in 48 equal monthly installments following the Vesting Commencement Date, subject to the named executive officer’s continuous service. (3) 5,138 shares vested on February 25, 2021. The remaining 56,512 shares vest in 44 equal monthly installments following the Vesting Commencement Date, subject to the named executive officer’s continuous service. (4) 25% of the shares vested on the one-year anniversary of the Vesting Commencement Date. The remaining shares vest in 36 equal monthly installments following the Vesting Commencement Date, subject to the named executive officer’s continuous service. (5) 2,140 shares vested on August 3, 2021. The remaining 8,135 shares vest in 38 equal monthly installments following the Vesting Commencement Date, subject to the named executive officer’s continuous service. This stock option vests in 16 equal quarterly installments commencing on the three-month anniversary of the Vesting Commencement Date, subject to the named executive officer’s continuous service.