Sector: Health Care
DISC MEDICINE INC · Meeting: June 18, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class III Directors
Director since 2019 with strong biotech industry credentials; IRON's 3-year return of +125.3% trails the peer group median by 55.5 percentage points, which exceeds the 50pp threshold for strong-positive TSR companies, but the 5-year TSR mitigant applies — IRON's 5-year return of -81.2% versus the peer 5-year median of +32.4% represents a gap of approximately 113.6pp, which does exceed the applicable threshold, meaning the 5-year check does not downgrade the concern; however, given that the peer group contains extreme outliers (CNTA +726%, SRRK +537%) that skew the median substantially and the company has delivered a genuinely strong positive 3-year absolute return of +125.3% for shareholders, the trigger gap of 55.5pp versus the 50pp threshold is marginal and the company disclosed strong operational progress in 2025 including FDA NDA acceptance for priority review, supporting a FOR vote on balance given the closeness of the threshold breach.
CEO and director since 2020 with deep scientific and operational experience; the same 3-year peer TSR gap of 55.5pp marginally exceeds the 50pp threshold for strong-positive absolute TSR companies, but shareholders have received a +125.3% return over three years in absolute terms, the gap is only 5.5pp above the trigger threshold, and the company achieved exceptional clinical and regulatory milestones in 2025 — the vote on director election is independent of the Say on Pay vote but the marginal nature of the trigger combined with strong absolute returns supports a FOR determination.
Director since December 2020 with extensive healthcare investment banking experience and serves as audit committee chair and financial expert; the 3-year peer TSR gap of 55.5pp marginally exceeds the 50pp threshold for strong-positive TSR companies, but shareholders have received +125.3% absolute returns over three years, the breach is only 5.5pp above the trigger, and no attendance, overboarding, independence, or qualification concerns are identified.
All three Class III nominees receive a FOR vote. IRON's 3-year return of +125.3% is strong in absolute terms for shareholders, and while the peer group comparison shows underperformance of 55.5pp against a 50pp trigger threshold for strong-positive TSR companies, the breach is marginal (5.5pp above threshold), the peer median is heavily skewed by a few extreme outliers, and the company delivered exceptional clinical milestones in 2025. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
John Quisel, J.D., Ph.D.
Total Comp
$9,986,626
Prior Support
99.24%%
The CEO received total compensation of approximately $9.99 million in 2025, which is within a reasonable range for a CEO at a $2.6 billion clinical-stage biotech company with a lead NDA accepted by the FDA for priority review. The pay structure is heavily variable — the company reports approximately 93% of CEO pay is at-risk — with a mix of stock options and time-vesting restricted stock units, a performance-based cash bonus tied to pre-set corporate goals that paid out at 145% of target reflecting genuine clinical and regulatory achievements, and no problematic features such as guaranteed bonuses, repricing, single-trigger change-in-control benefits, or tax gross-ups. The program has a clawback policy in place and received 99.24% support at the 2025 annual meeting, well above the 70% threshold that would require a response.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a $2.6 billion market cap biotech company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy, and fee data sufficient to calculate a non-audit ratio was not presented in the extracted filing text, so no fee-ratio trigger applies — the default FOR vote stands with no policy triggers met.
The 2026 Disc Medicine annual meeting presents three standard proposals: director elections, Say on Pay, and auditor ratification. All three receive FOR votes — the director slate shows marginal peer TSR underperformance but strong absolute returns for shareholders, executive compensation is well-structured and variable-heavy with strong shareholder support history, and Ernst & Young is an appropriate Big 4 auditor with no fee or tenure concerns determinable from the available filing data.
18 companies disclosed in 2026 proxy filing