Independent
Tenure on this board
1.3 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Sujay Kango, Anne McGeorge, Jonathan Violin, Ph.D.); cast an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect Sujay Kango, Anne McGeorge and Jonathan Violin, Ph.D. as Class II directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as described in the Executive Compensation section of the proxy statement.
This advisory "say-on-pay" proposal asks stockholders to approve, on a non-binding basis, the overall compensation program and total compensation paid to the company’s named executive officers as described in the Executive Compensation section. Management is seeking this advisory approval to provide stockholders an opportunity to express their view of executive pay and to validate the alignment of compensation with Dianthus’ strategic objectives, recent operational milestones, and shareholder interests. Contextual factors include significant equity-based awards and option grants in 2025 (including supplemental grants tied to clinical milestones and a successful financing), a compensation mix that materially links realized pay to stock-price performance, and prior strong stockholder support for say-on-pay (approximately 86% in 2025). The Board emphasizes that the vote is non-binding but will be considered by the Compensation Committee in future decisions; the recommendation to vote FOR reflects the Board’s view that the program rewards performance, retention and long-term value creation while following market benchmarking and governance practices. Potential investor concerns include the high absolute equity value awarded to executives in 2025 and the concentration of pay in option grants that can create large realized pay variability if the stock performs well, which can raise questions about pay-for-performance balance and dilution. Management’s counterargument, as stated in the proxy, is that compensation is designed to align with key operational milestones—e.g., positive clinical data, pipeline expansion, and successful capital raises—and to retain management through critical development and commercialization stages. The proposal should be evaluated in light of company-specific context: Dianthus delivered significant clinical and financing achievements in 2025–2026 that materially increased shareholder value, while the Compensation Committee used peer benchmarking and an independent consultant when setting awards. For sophisticated investors, the key analytic points are (1) the extent to which equity incentives are performance-contingent and time-vesting, (2) historical pay-versus-performance correlations driven by option valuation, (3) potential dilution and share-usage from equity plans, and (4) governance safeguards (e.g., clawback policy and independent compensation consultant). Given these factors, the Board’s FOR recommendation is based on its assessment that the compensation framework incentivizes the right behaviors and is appropriately calibrated to recent and anticipated value-creating milestones, while remaining subject to ongoing stockholder feedback and future adjustments.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.22% | 5,589,616 | $469M |
| 2 | Avidity Partners Management LP | 7.70% | 4,208,368 | $361M |
| 3 | RA CAPITAL MANAGEMENT, L.P. | 4.78% | 2,611,733 | $219M |
| 4 | Fairmount Funds Management LLC | 4.64% | 2,537,191 | $213M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 4.07% | 2,227,470 | $187M |
| 6 | FMR LLC | 3.85% | 2,106,118 | $177M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.72% | 2,031,249 | $170M |
| 8 | Octagon Capital Advisors LP | 3.56% | 1,946,667 | $163M |
| 9 | TCG Crossover Management, LLC | 3.07% | 1,676,624 | $141M |
| 10 | CITADEL ADVISORS LLC | 2.79% | 1,523,386 | $128M |
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