DEF 14A of Dianthus Therapeutics, Inc. /DE/, Apr 11, 2024

DEF 14A of Dianthus Therapeutics, Inc. /DE/

Filed Apr 11, 2024 · FY20230000950170-24-043693

Open on EDGAR

  1. NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | PROXY STATEMENT | 1 | | GENERAL INFORMATION | 2 | | MANAGEMENT AND CORPORATE GOVERNANCE | 5 | | DIRECTOR COMPENSATION | 15 | | EXECUTIVE COMPENSATION | 17 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 25 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT | 29 | | INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS | 33 | | REPORT OF THE AUDIT COMMITTEE | 35 | | PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS | | | | 36 | | PROPOSAL NO. 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | | 37 | | PROPOSAL NO. 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | | | | 38 | | PROPOSAL NO. 4 – AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED DIANTHUS THERAPEUTICS, INC. STOCK OPTION AND INCENTIVE PLAN | 39 | | PROPOSAL NO. 5 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 46 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR NEXT YEAR'S ANNUAL MEETING | 47 | | OTHER MATTERS | 47 | | ANNEX A - SECOND AMENDED AND RESTATED DIANTHUS THERAPEUTICS, INC. STOCK OPTION AND INCENTIVE PLAN | A-1 |

  2. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES

  3. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 11, 2024.

  4. Nominees for Election as Class III Directors

    | Name | Positions Held with Dianthus | Director Since | Age | | Alison F. Lawton | Independent Director | 2020 | 62 | | Leon O. Moulder, Jr. | Independent Chairman of the Board | 2023 | 66 |

  5. Nominees for Election as Class III Directors

    Lei Meng, a current Class III Director, will not stand for reelection at the Annual Meeting. As a result, the size of our Board of Directors will be reduced from eight to seven directors effective as of immediately prior to the closing of the polls at the Annual Meeting. Alison F. Lawton. Ms. Lawton has served as a member of our Board of Directors since December 2020 and the Chair of our Board of Directors from August 2021 through the completion of the Reverse Merger. Ms. Lawton is an executive leader with more than 30 years of experience in biopharma. She served as President and Chief Executive Officer of Kaleido Biosciences, Inc., a pharmaceutical company, from August 2018 to June 2020, and served as President and Chief Operating Officer from December 2017 to August 2018. Prior to joining Kaleido, Ms. Lawton served as Chief Operating Officer at Aura Biosciences, Inc., an oncology therapeutics company, from January 2015 until December 2017, and, prior to joining Aura, served as a consultant to Aura from March 2014 to December 2014. From January 2013 to January 2014, Ms. Lawton served as Chief Operating Officer at OvaScience Inc., a life sciences company. From 2014 to 2017, Ms. Lawton also served as a biotech consultant for various companies, including as Chief Operating Officer consultant at X4 Pharmaceuticals Inc. (Nasdaq: XFOR). Prior to that, Ms. Lawton spent more than 20 years in various positions of increasing responsibility, including as Senior Vice President and General Manager of Genzyme Biosurgery, a division of Genzyme Corporation which is a global pharmaceutical company, and prior to that, Senior Vice President of Market Access at Genzyme, and subsequently at Sanofi S.A., also a global biopharmaceutical company, following the acquisition of Genzyme by Sanofi in 2011. Additionally, Ms. Lawton previously served two terms as the industry representative on the U.S. Food & Drug Administration’s Cell & Gene Therapy Advisory Committee and as Chairman of the Board of the Regulatory Affairs Professional Society. Ms. Lawton has served on the board of directors of ProQR Therapeutics N.V. (Nasdaq: PRQR) since September 2014 and X4 Pharmaceuticals since October 2020 and the private companies SwanBio Therapeutics, Inc., BlueRock Therapeutics LP and AgBiome, LLC. Ms. Lawton previously served on the boards of directors of Spyre Therapeutics Inc. (Nasdaq: SYRE) (formerly known as Aeglea BioTherapeutics, Inc.) from December 2020 to January 2024, Kaleido from August 2018 to October 2020, Verastem, Inc. (Nasdaq: VSTM) from November 2012 to May 2020, CoLucid Pharmaceuticals, Inc., a formerly public biotechnology company from March 2016 until its acquisition by Eli Lilly and Company in March 2017, and Cubist Pharmaceuticals, Inc., a formerly public biopharmaceutical company, from February 2012 to December 2014 prior to its acquisition by Merck & Co. in January 2015. Ms. Lawton holds a B.Sc. in Pharmacology from Kings College, University of London. We believe that Ms. Lawton is qualified to serve on the Board of Directors based on her roles on public and private boards of directors as well as her extensive experience in the life sciences industry. Leon O. Moulder, Jr. Mr. Moulder has served as Chair and a member of our Board of Directors since September 2023, and as Chair and a member of the board of directors of Former Dianthus since July 2019. Mr. Moulder is the sole Managing Member of Tellus BioVentures, LLC (“Tellus BioVentures”), a life science investment fund he founded in March 2019. Mr. Moulder also founded Zenas BioPharma, a biopharmaceutical company, in December 2019 and has served as Chairman of its board of directors since its inception and its Chief Executive Officer from its inception to April 2021 and from July 2023. From May 2010 to January 2019, Mr. Moulder was the co-founder, Chief Executive Officer and a member of the board of directors of TESARO, Inc., a formerly public biopharmaceutical company that was acquired by GlaxoSmithKline plc. From April 2009 to January 2010, Mr. Moulder served as Vice Chairman of the board of directors, President and Chief Executive Officer of Abraxis BioScience, Inc., a biotechnology company. Before that, Mr. Moulder served as Vice Chairman of Eisai Corporation of North America, a pharmaceutical company and wholly owned subsidiary of Eisai Co., Ltd., from January 2008 until January 2009, following Eisai Co., Ltd.’s acquisition of MGI PHARMA, Inc., in January 2008. Mr. Moulder served as President and Chief Executive Officer and as a member of the board of directors of MGI PHARMA, Inc. from May 2003 to January 2008. Mr. Moulder currently serves as a director for Zai Lab Ltd. (Nasdaq: ZLAB) and several privately held Tellus BioVentures portfolio companies, and he previously served on the board of Trevena, Inc. (Nasdaq: TRVN) from November 2011 until December 2023. Mr. Moulder earned a B.S. in Pharmacy from Temple University and an M.B.A. from the University of Chicago. Mr. Moulder is a Trustee of Temple University and a council member for the University of Chicago Booth School of Business. We believe that Mr. Moulder is qualified to serve on the Board of Directors because of his significant operational and senior management experience in the biopharmaceutical industry, as well as his extensive experience as a director on public and private boards in the industry.

  6. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 11, 2024.

  7. Directors Continuing in Office

    | Name | Positions Held with Dianthus | Director Since | Class and Year in Which Term Will Expire | Age | | Marino Garcia | Director, Chief Executive Officer and President | 2023 | Class I—2025 | 57 | | Paula Soteropoulos | Independent Director | 2023 | Class I—2025 | 56 | | Tomas Kiselak | Independent Director | 2023 | Class II—2026 | 37 | | Anne McGeorge | Independent Director | 2019 | Class II—2026 | 63 | | Jonathan Violin, Ph.D. | Director | 2023 | Class II—2026 | 48 |

  8. Class I Directors (Term expires at the 2025 annual meeting of stockholders)

    Class I Directors (Term expires at the 2025 annual meeting of stockholders) Marino Garcia. Mr. Garcia has served as our President and Chief Executive Officer and as a member of our Board of Directors since September 2023, and as President and Chief Executive Officer and a director of Former Dianthus since November 2021. Prior to joining Former Dianthus, Mr. Garcia served as Senior Vice President, Corporate and Business Development at Zealand Pharma A/S, a biotechnology company, from October 2018 to October 2021. Mr. Garcia previously served as Executive Vice President, Chief Strategy Officer at Synergy Pharmaceuticals from 2014 to 2018. Prior to Synergy, Mr. Garcia served as Head of Business Development for Aptalis Pharma when it was acquired by Forest Laboratories (now Allergan, an AbbVie Company) in 2014. Previously he served as Vice President, US Commercial Operations and Global New Product Development at Aspreva Pharmaceuticals, which was acquired by Vifor Pharma in 2007. Aspreva was developing CellCept (myocophenolate mofetil) for a range of autoimmune diseases, including Lupus Nephritis, Myasthenia Gravis, and Pemphigus Vulgaris. Mr. Garcia started his career in various commercial and strategic roles at large, multinational biopharmaceutical companies, including Merck & Co., Pfizer Inc. and Eli Lilly and Co. Mr. Garcia received his M.B.A. from the Ivey Business School at Western University in London, Ontario and his Bachelor of Commerce from Concordia University in Montreal, Quebec. We believe that Mr. Garcia is qualified to serve on the Board of Directors because of his significant operational and senior management experience in the biopharmaceutical industry. Paula Soteropoulos. Ms. Soteropoulos has served as a member of our Board of Directors since September 2023, and as a member of the board of directors of Former Dianthus since April 2022. Ms. Soteropoulos currently serves as the Chairman of the board of Ensoma, Inc., a private venture-backed company, where she began as founding Executive Chairman in March 2020. Since January 2024, she has also served as interim CEO for Ensoma. She has served on the board of directors of Rallybio Corporation (Nasdaq: RLYB) since November 2020, and on the board of directors of uniQure N.V (Nasdaq: QURE) since July 2013. Since January 2023, she also has served as a Venture Partner to 5AM Ventures, an investment firm. From January 2015 through September 2019, she served as President and Chief Executive Officer of Akcea Therapeutics Inc. (Nasdaq: AKCA), a biopharmaceutical company. From July 2013 to December 2014, she served as Senior Vice President and General Manager, Cardiometabolic Business and Strategic Alliances at Moderna Therapeutics Inc. Prior to this, Ms. Soteropoulos worked at Genzyme Corporation, a biotechnology company, from 1992 to 2013, most recently as Vice President and General Manager, Cardiovascular, Rare Diseases. Ms. Soteropoulos holds a Bachelor of Science degree in chemical engineering and a Master of Science degree in chemical and biochemical engineering, both from Tufts University, and holds an executive management certificate from the University of Virginia, Darden Graduate School of Business Administration. Ms. Soteropoulos serves on the Advisory Board for the Chemical and Biological Engineering Department of Tufts University. We believe that Ms. Soteropoulos is qualified to serve on the Board of Directors because of her experience advising biotechnology companies in the areas of drug development, global commercialization and manufacturing.

  9. Class II Directors (Term expires at the 2026 annual meeting of stockholders)

    Class II Directors (Term expires at the 2026 annual meeting of stockholders) Tomas Kiselak. Mr. Kiselak has served as a member of our Board of Directors since September 2023, and as a member of the board of directors of Former Dianthus since May 2021. Mr. Kiselak is a Managing Member at Fairmount Funds Management LLC, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Kiselak was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak has served as the Chairman of the board of Viridian Therapeutics, Inc. (“Viridian”) (Nasdaq: VRDN) since June 2021 and a member of the Viridian board of directors since October 2020. He has been a director for Apogee Therapeutics, Inc. (Nasdaq: APGE) since June 2023 and Spyre Therapeutics Inc. (Nasdaq: SYRE) since June 2023. He received a bachelor’s degree in Neuroscience and Economics from Amherst College. We believe that Mr. Kiselak is qualified to serve on the Board of Directors because of his experience advising biotechnology companies and as a manager of funds specializing in the area of biotechnology and life sciences. Anne McGeorge. Ms. McGeorge has been a member of our Board of Directors since June 2019. Ms. McGeorge has over 35 years of experience providing strategic guidance and operational oversight to health care organizations. Ms. McGeorge has been on the adjunct faculty at the University of North Carolina at Chapel Hill since August 2005. Ms. McGeorge currently serves on the board of directors of The Oncology Institute, Inc. (Nasdaq: TOI). She also serves on the board of directors of the private companies CitiusTech, a health care technology company, Nimbus Therapeutics, LLC, a biotech company, CLEAR Insurance, a Cayman based captive insurance company, and the National Marrow Donor Program (Be The Match), a 501(c)(3) organization, and is on the advisory board at FCA Healthcare Innovations (formerly Dioko Ventures). Additionally, Ms. McGeorge previously served on the board of directors of SOC Telemed, Inc. (Nasdaq: TLMD) from October 2020 until it was acquired by Patient Square Capital, Inc. in April 2022. Prior to her retirement in July 2017, Ms. McGeorge worked at Grant Thornton LLP where she routinely advised clients on audit and financial matters relating to the healthcare industry. During her time at Grant Thornton LLP, Ms. McGeorge was Managing Partner of Grant Thornton LLP’s Health Care Industry Practice from January 2006 to July 2017 as well as Global Managing Partner for Grant Thornton International’s Health Care Industry Practice from August 2015 to July 2017. Ms. McGeorge was formerly a Partner at Deloitte & Touche LLP from 2002 to 2005 and at Arthur Andersen LLP from 1997 to 2002. Ms. McGeorge received a B.B.A., Business, Accounting from the College of William and Mary, and an M.S., Accounting/Taxation from the University of Virginia. We believe that Ms. McGeorge is qualified to serve on the Board of Directors based on her extensive experience providing auditing and financial services for the healthcare industry. Jonathan Violin, Ph.D. Dr. Violin has served as a member of our Board of Directors since September 2023, and he co-founded Former Dianthus in July 2019 and has served on its board of directors since inception. Dr. Violin has served as a Venture Partner at Fairmount Funds Management LLC, a healthcare investment firm, since June 2023. Prior to joining Fairmount, Dr. Violin served as President, Chief Executive Officer and member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN), a biopharmaceutical company, from January 2021 to February 2023, and he previously served as President and Chief Operating Officer of Viridian from October 2020 until January 2021. He was the Co-Founder of Viridian’s predecessor and led its operations from April 2020 to its acquisition. Dr. Violin also co-founded Quellis Biosciences, Inc., a biotechnology company (acquired by Astria Therapeutics, Inc. (Nasdaq: ATXS), formerly Catabasis Pharmaceuticals, Inc.), in 2018 and, since January 2021, has served on the Astria Therapeutics board of directors. Prior to that, he co-founded and helped lead Trevena Inc. (Nasdaq: TRVN), a biotechnology company, in various roles from 2008 until November 2018, including most recently as Senior Vice President, Scientific Affairs and Investor Relations Officer. Dr. Violin received a Ph.D. from the Department of Pharmacology in the Biomedical Sciences Program at the University of California, San Diego, a M.B.A. with a concentration in Health Sector Management from the Fuqua School of Business at Duke University, and a B.S. in Chemical Pharmacology from Duke University. We believe that Dr. Violin is qualified to serve on the Board of Directors because of his extensive experience and innovations in the field of biotechnology and his academic expertise and accomplishments.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation paid to the Company’s non-employee directors during 2023. Neither Mr. Garcia nor Dr. Gardner received compensation for their service as a director and are not included in this table. The compensation received by Mr. Garcia and Dr. Gardner as employees during 2023 is presented under “Executive Compensation—2023 Summary Compensation Table” below.

  11. DIRECTOR COMPENSATION

    | Name (1) | Fees Earned or Paid In Cash ($) | Option Awards($) (2) | Total($) | | Jeffrey W. Albers | 44,597 | — | 44,597 | | Bruce Booth, D.Phil. | 39,903 | — | 39,903 | | Thomas O. Daniel, M.D. | 44,629 | — | 44,629 | | Tomas Kiselak (3) | 16,628 | 54,628 | 71,256 | | Alison F. Lawton | 82,195 | 54,628 | 136,823 | | Anne McGeorge | 68,252 | 54,628 | 122,880 | | Lei Meng (4) | 14,801 | 54,628 | 69,429 | | Leon O. Moulder, Jr. | 25,609 | 54,628 | 80,237 | | Amy Lynn Ronneberg (5) | 40,372 | — | 40,372 | | David T. Scadden, M.D. | 37,619 | — | 37,619 | | Paula Soteropoulos | 38,204 | 54,628 | 92,832 | | Michael Vasconcelles, M.D. | 38,996 | — | 38,996 | | Jonathan Violin, Ph.D. | 13,592 | 54,628 | 68,220 |

  12. DIRECTOR COMPENSATION

    (1) In connection with the Reverse Merger on September 11, 2023, in accordance with the Merger Agreement, Mr. Albers, Drs. Booth, Daniel, Scadden and Vasconcelles, and Ms. Ronneberg resigned from service on the Board of Directors and Messrs. Kiselak and Moulder, Mss. Meng and Soteropoulos and Dr. Violin were each appointed to the Board of Directors. (2) Amounts in this column reflect the grant date fair value of option awards granted under the Incentive Plan on September 11, 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Fair value is calculated as of the grant date using the Black-Scholes option-pricing model. The determination of the fair value of share-based payment awards made on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. Our assumptions in determining fair value are described in note 12 to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. As of December 31, 2023, each director or former director held the following outstanding stock options: Mr. Albers, 1,250; Dr. Booth, 1,250; Dr. Daniel, 1,250; Mr. Kiselak, 6,500; Ms. Lawton, 14,426; Ms. McGeorge, 12,298; Ms. Meng, 6,500; Mr. Moulder, 6,500; Ms. Ronneberg, 1,250; Dr. Scadden, 1,250; Ms. Soteropoulos, 35,292; Dr. Vasconcelles, 2,500; and Dr. Violin, 6,500. (3) Mr. Kiselak is required to transfer, assign and pledge any cash consideration or similar payments that he receives as a result of his service on our Board of Directors to Fairmount Funds Management LLC. Mr. Kiselak is also required, to the extent that he elects to exercise any stock options, to transfer, assign and pledge the shares received to Fairmount Funds Management LLC. (4) Ms. Meng is required to transfer, assign and pledge any cash consideration or similar payments that she receives as a result of her service on our Board of Directors to Avidity Partners. Ms. Meng is also required, to the extent that she elects to exercise any stock options, to transfer, assign and pledge the shares received to Avidity Partners. (5) Ms. Ronneberg is required to transfer, assign and pledge any cash consideration or similar payments that she received as a result of her service on our Board of Directors to the Be The Match organization. Ms. Ronneberg is also required, to the extent that she elects to exercise any stock options, to transfer, assign and pledge the shares received to the Be The Match organization. Under the Company’s director compensation program prior to the Reverse Merger, the Company paid each non-employee director an annual cash retainer of $35,000, with an additional annual retainer for the Chair of the Board of Directors of $30,000. For service on the Audit Committee, directors received an additional annual cash retainer of $7,500 (or $15,000 for the Chair). For service on the Compensation Committee or the R&D Committee, directors received an additional annual retainer of $5,000 (or $10,000 for the Chair). For service on the Nominating and Corporate Governance Committee, directors received an additional annual retainer of $4,000 (or $8,000 for the Chair). These fees were payable in arrears in quarterly installments, pro-rated based on the number of actual days served by the director during such calendar quarter. The Company also reimbursed its non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors and its committees. Following the closing of the Reverse Merger, the Company’s director compensation program was amended to provide a total compensation package that enables the Company to attract and retain qualified and experienced individuals to serve as directors and to align its directors’ interests with those of its stockholders. The amended program provides for the following: • an annual cash retainer of $40,000 for members of the Company’s Board of Directors (or $70,000 for the chair of the Company’s Board of Directors); • an additional annual cash retainer of $7,500 for service on the Audit Committee (or $15,000 for service as chair of the Audit Committee); • an additional annual cash retainer of $5,000 for service on the Compensation Committee (or $10,000 for service as chair of the Compensation Committee); • an additional annual cash retainer of $5,000 for service on the Science and Technology Committee (or $10,000 for service as chair of the Science and Technology Committee); • an additional annual cash retainer of $4,000 for service on the Nominating and Corporate Governance Committee (or $8,000 for service as chair of the Nominating and Corporate Governance Committee); • an annual equity grant of 6,500 stock options, commencing in connection with the Reverse Merger with the next annual equity grant to occur in connection with the Company’s 2024 annual shareholder meeting, in each case, subject to one-year cliff vesting on the earlier of the next annual shareholder meeting or the first anniversary of the date of grant; and • an initial equity grant of 13,000 stock options in connection with a director’s appointment to the Company’s Board of Directors, subject to vesting on the third anniversary of the date of grant. In accordance with the amended program, each member of the Board of Directors immediately following the Reverse Merger received a grant of 6,500 stock options on September 11, 2023, which will vest on the earlier of the Company’s 2024 annual meeting of stockholders and September 11, 2024.

  13. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of the NEOs for the fiscal years ended December 31, 2023 and December 31, 2022.

  14. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Marino Garcia (5) President and Chief Executive Officer | 2023 | 174,863 | — | — | 321,159 | — | 496,022 | | Ryan Savitz (5) Chief Financial Officer, Chief Business Officer and Treasurer | 2023 | 135,511 | — | — | 194,140 | — | 329,651 | | Simrat Randhawa, M.D. (5) Chief Medical Officer | 2023 | 139,495 | — | — | 198,663 | — | 338,158 | | Jason Gardner, D.Phil. | 2023 | 57,861 | — | — | — | 609,788 | 667,649 | | Former President and Chief Executive Officer | 2022 | 565,000 | — | 756,413 | 326,288 | 7,147 | 1,654,848 | | Stephen Mahoney | 2023 | 309,257 | 539,134 | 118,285 | — | 690,000 | 1,656,676 | | Former President, Chief Financial and Operating Officer | 2022 | 448,000 | — | 483,680 | 188,160 | 1,047 | 1,120,887 | | Thomas Beetham Former Chief Legal Officer | 2023 | 300,294 | 523,490 | 74,561 | — | 673,089 | 1,571,434 | | Lisa Olson, Ph.D. | 2023 | 160,730 | 277,027 | 91,863 | — | 598,393 | 1,128,013 | | Former Chief Scientific Officer | 2022 | 428,000 | — | 373,625 | 179,760 | 2,119 | 983,504 |

  15. 2023 Summary Compensation Table

    Amounts in this column for 2023 represent the retention incentive bonuses paid to Messrs. Mahoney and Beetham and Dr. Olson in connection with the Reverse Merger (or, for Dr. Olson, in connection with her termination of employment), as described in further detail under “Narrative Disclosure to Summary Compensation Table—Retention Incentive Bonuses” below. Amounts in this column for 2023 represent the incremental fair value of option award modifications, calculated as of the applicable modification date in accordance with the provisions of FASB ASC Topic 718. (3) Amounts in this column for 2023 represent the annual cash incentive payouts earned by each NEO for performance in 2023, which are expected to be paid in February 2024. For more information regarding the 2023 annual cash incentive program, see “Narrative Disclosure to Summary Compensation Table—2023 Annual Cash Incentives” below. (4) Amounts in this column for 2023 include Company contributions to the NEOs’ accounts under the Magenta 401(k) Plan and severance payments and benefits accrued or paid during 2023, which are described in further detail under “Additional Narrative Disclosure—Separation Agreements” below, as set forth below:

  16. 2023 Summary Compensation Table

    | Name and Principal Position | Company 401(k) Contributions ($) | Severance ($) | Total ($) | | Marino Garcia | — | — | — | | Ryan Savitz | — | — | — | | Simrat Randhawa | — | — | — | | Jason Gardner, D.Phil. | 686 | 609,102 | 609,788 | | Stephen Mahoney | — | 690,000 | 690,000 | | Thomas Beetham | 1,089 | 672,000 | 673,089 | | Lisa Olson | 1,072 | 597,321 | 598,393 |

  17. 2023 Summary Compensation Table

    (5) For Messrs. Garcia and Savitz and Dr. Randhawa, amounts in this column reflect compensation awarded to, earned by or paid on or after September 11, 2023 and does not reflect compensation paid by Former Dianthus prior to the Reverse Merger.

  18. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table presents information regarding all outstanding stock options held by each of the NEOs on December 31, 2023, after giving effect to the Reverse Stock Split and exchange ratio, as applicable, in connection with the Reverse Merger. None of the NEOs held any outstanding stock awards as of December 31, 2023.

  19. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Marino Garcia | 95,136 | 87,523(1) | 6.70 | 11/3/2031 | | | 169,797 | 156,207(1) | 8.44 | 6/6/2032 | | Ryan Savitz | 46,786 | 77,980(2) | 8.44 | 6/6/2032 | | Simrat Randhawa | 39,989 | 55,985(3) | 8.44 | 6/6/2032 | | Jason Gardner, D.Phil. | — | — | — | — | | Stephen Mahoney | 3,906 | — | 18.88 | 9/11/2026 | | | 8,126 | — | 25.12 | 9/11/2026 | | Thomas Beetham | 3,125 | — | 18.88 | 9/11/2026 | | | 4,688 | — | 25.12 | 9/11/2026 | | Lisa Olson | 3,125 | — | 18.88 | 9/11/2026 | | | 6,250 | — | 25.12 | 9/11/2026 |

  20. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) These stock options vest in equal monthly installments through November 30, 2025, subject to Mr. Garcia’s continued employment through each vesting date. (2) These stock options vest in equal monthly installments through June 30, 2026, subject to Mr. Savitz’s continued employment through each vesting date. These stock options vest in equal monthly installments through April 30, 2026, subject to Dr. Randhawa’s continued employment through each vesting date.

  21. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under their amended employment agreements, each of Messrs. Garcia and Savitz and Dr. Randhawa is eligible for severance benefits in the event of a termination by the Company without “cause” (as defined in the agreement) or resignation for “good reason” (as defined in the agreement). In the event of such termination, subject to execution and non-revocation of a release of claims, the NEO will be eligible to receive: (i) cash severance equal to nine months of base salary (or, for Mr. Garcia, 12 months) and (ii) partial reimbursement of COBRA premiums for nine months (or, for Mr. Garcia, 12 months). Under the amendment employment agreements, in the event the NEO is terminated by the Company without cause or resigns for good reason, in each case, on or within 12 months following a sale event (as defined in the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan (the “Current Plan”)), the NEO will receive the following in lieu of the severance benefits described above, subject to execution and non-revocation of a release of claims: (i) cash severance equal to 1.0x (or, for Mr. Garcia,1.5x), the sum of the executive’s base salary and target annual bonus; (ii) partial reimbursement of COBRA premiums for 12 months (or, for Mr. Garcia, 18 months); and (iii) full acceleration of all outstanding equity and equity-based awards. The amended employment agreements provide for a standard best after-tax provision in the event any such severance is considered a parachute payment for purposes of Section 280G of the Code.

  22. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial and operational performances of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its compensation decisions for the 2023 fiscal year. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers.

  23. Pay Versus Performance

    | Year | Summary Compensation Table Total for Dr. Gardner (1) | Summary Compensation Table Total for Mr. Mahoney (1) | Summary Compensation Table for Mr. Garcia (1) | Compensation Actually Paid to Dr. Gardner (2) | Compensation Actually Paid to Mr. Mahoney (2) | Compensation Actually Paid to Mr. Garcia (2) | | 2023 | $667,649 | $1,656,676 | $496,022 | $507,070 | $1,619,484 | $343,583 | | 2022 | $1,654,848 | N/A | N/A | $3,783 | N/A | N/A | | Year | Average Summary Compensation Table Total for Non-PEO NEOs Officer (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income/(Loss) ($ in thousands) (5) | | | | 2023 | $841,814 | $794,735 | $14.67 | $(43,545) | | | | 2022 | $1,065,057 | $24,766 | $8.92 | $(28,476) | | |

  24. Pay Versus Performance

    (1) During fiscal years 2022 and 2023, the following individuals served as “principal executive officer” during the time periods set forth below (collectively, our “PEOs”):

  25. Pay Versus Performance

    | Name | Dates as PEO During Fiscal Years 2022 through 2023 | | Dr. Gardner | January 1, 2022 through February 7, 2023 | | Mr. Mahoney | February 7, 2023 through September 11, 2023 | | Mr. Garcia | September 11, 2023 through December 31, 2023 |

  26. Pay Versus Performance

    The dollar amounts reported in these columns represent the amount of total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs. Please refer to “Executive Compensation—Summary Compensation Table” above. The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs and the average “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs or non-PEO NEOs during the applicable fiscal year.

  27. Pay Versus Performance

    | | Dr. Gardner | | Mr. Mahoney | Mr. Garcia | Average Non-PEO NEOs | | | | 2023 | 2022 | 2023 | 2023 | 2023 | 2022 | | Summary Compensation Table Total | $667,649 | 1,654,848 | 1,656,676 | 496,022 | 841,814 | 1,065,057 | | Subtract, value of “Stock Awards” reported in Summary Compensation Table | — | (756,413) | (118,285) | — | (41,606) | (382,560) | | Add, year-end fair value of outstanding and unvested equity awards granted in the year | — | 127,179 | — | — | — | 33,021 | | Add (subtract), year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | (847,355) | — | (169,529) | (29,600) | (338,112) | | Add, fair value as of vesting date of equity awards granted and vested in the year | — | 104,525 | — | — | — | 35,177 | | Add (subtract), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 10,484 | (279,001) | 88,993 | 17,090 | 28,077 | (90,649) | | Subtract, prior year-end fair value for any equity awards forfeited in the year | (171,063) | — | (7,900) | 0 | (3,950) | (297,168) | | Compensation Actually Paid | $507,070 | $3,783 | $1,619,484 | $343,583 | $794,735 | $24,766 |

  28. Pay Versus Performance

    The dollar amounts reported in this column represent the average of the total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs as a group (excluding our PEOs), which includes: (i) for 2023, Mr. Savitz, Dr. Randhawa, Mr. Beetham and Dr. Olson, and (ii) for 2022, Mr. Mahoney, Dr. Olson and Jeffrey Humphrey, M.D. (4) Cumulative total stockholder return (“TSR”) is calculated by dividing the difference between our stock price at the end of the applicable measurement period and the beginning of the measurement period by our stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021/ (5) The dollar amounts reported represent the amount of net income (loss) reflected in our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

  29. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. The following graphs display the compensation actually paid (“CAP”) to our NEOs compared to our TSR and our net income (loss) for fiscal 2022 and 2023. The Company does not look to net income (loss) as a performance measure for its executive compensation program and instead looks at operational metrics, such as drug development milestones, pipeline progress, regulatory compliance, intellectual property, partnerships and collaborations, and general financial health of the Company.

  30. Director Compensation of Former Dianthus

    Director Compensation of Former Dianthus Ms. Soteropoulos received compensation for service on the Former Dianthus board of directors during the year ended December 31, 2022 in the amount of $202,396, consisting of $22,500 in cash and $179,896 in option awards.

  31. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our Board of Directors has nominated Alison F. Lawton and Leon O. Moulder, Jr. for election as Class III directors at the Annual Meeting to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of Ms. Lawton and Mr. Moulder was designated to serve on the Board pursuant to the Merger Agreement as a Company Designee and Former Dianthus Designee, respectively. Each of the nominees have consented to serve as our directors if elected. If the nominees become unable or, for good cause, unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors, or the Board of Directors may decrease the size of the class and Board.