Independent
Tenure on this board
3.5 yrs
Meeting calendar
IRON · Annual meeting · Thursday, June 18, 2026
Disc Medicine Inc
3 nominees · 3 ballot items.
Elect three Class III directors (Donald Nicholson, John Quisel, William White); approve, on a non‑binding advisory basis, the compensation paid to the named executive officers (say‑on‑pay); and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Market cap
$2.9B
1Y TSR
+29.4%
Board grade
C
Record date
Apr 22, 2026
Filing
DEF 14A
Meeting concluded · Jun 18, 2026
Follow how the vote landed and what changed on Disc Medicine Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Class III Directors
ManagementBoard: FORElect three Class III directors nominated by the board—Donald Nicholson, Ph.D.; John Quisel, J.D., Ph.D.; and William White, M.P.P., J.D.—each to serve a three‑year term expiring in 2029.
- 2
Advisory Vote on Executive Compensation (Say‑On‑Pay
ManagementBoard: FORNon‑binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (‘‘say‑on‑pay’’).
More detail
This non‑binding advisory proposal asks stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis. Management is seeking shareholder approval to reaffirm its pay‑for‑performance program, which emphasizes variable compensation — a mix of annual cash incentives and long‑term equity (stock options and RSUs) — intended to align executives’ interests with long‑term stockholder value and to retain key talent. The company highlights its 2025 performance milestones (NDA acceptance for bitopertin, positive clinical data, strengthened balance sheet through equity offerings and commercialization readiness) as context for the compensation outcomes, including above‑target bonus payout (145% of target) and significant equity grants. The compensation program includes governance features intended to mitigate excessive risk, such as an independent compensation committee, use of an independent compensation consultant, multi‑year vesting, a clawback policy, prohibitions on hedging and pledging, and double‑trigger change‑in‑control protections. The advisory vote is non‑binding, so while the board values and will consider the results when setting future compensation, it is not compelled to change pay practices based solely on the outcome; the proxy also notes that brokers cannot vote on this non‑routine item without instructions from beneficial owners. Company disclosure points to strong prior shareholder support for its pay program (the 2025 say‑on‑pay received 99.24% support), which management cites as evidence of alignment with investors. For sophisticated evaluation, key considerations include whether the pay outcomes (notably large equity grants and a high percentage of at‑risk pay) are commensurate with realized and prospective value creation from clinical and regulatory milestones, the quality of performance metrics and disclosure (some corporate goals are withheld as competitively sensitive), and the effectiveness of governance safeguards (independent committee, consultant, clawback) in constraining pay for underperformance. Overall, the proposal asks for approval of a compensation framework that the board argues is market‑aligned, retention‑focused, and tied to performance, while critics may focus on the scale of equity granted, discretion around certain adjustments, and limited public detail on specific metric thresholds.
- 3
Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026
ManagementBoard: FORRatify the audit committee’s appointment of Ernst & Young LLP (EY) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Director elections
Nominees on the ballot3
Not independent
Tenure on this board
6.5 yrs
Also a director at
Gossamer Bio Inc (GOSS)
Independent
Tenure on this board
3.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.4% | 3,609,007 | $231M |
| 2 | RA CAPITAL MANAGEMENT, L.P. | 6.4% | 2,450,221 | $157M |
| 3 | FMR LLC | 4.9% | 1,863,308 | $119M |
| 4 | STATE STREET CORP | 4.4% | 1,698,244 | $109M |
| 5 | Atlas Venture Life Science Advisors, LLC | 4.0% | 1,513,875 | $97M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.0% | 1,512,904 | $97M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 1,375,430 | $88M |
| 8 | Frazier Life Sciences Management, L.P. | 3.5% | 1,354,852 | $87M |
| 9 | TCG Crossover Management, LLC | 3.5% | 1,341,862 | $86M |
| 10 | BVF INC/IL | 3.3% | 1,272,312 | $81M |
Peers
Nearest market capOther Healthcare sector meetings6
Upcoming shareholder meetings at Disc Medicine Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Reference
Frequently asked questions
- When is the Disc Medicine Inc 2026 annual meeting?
- Disc Medicine Inc (IRON) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.
- What is the record date for the Disc Medicine Inc 2026 meeting?
- The record date for the Disc Medicine Inc 2026 meeting is Wednesday, April 22, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Disc Medicine Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Disc Medicine Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Disc Medicine Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Disc Medicine Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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