DEF 14A

DEF 14A 1 dnth_2024_proxy.htm DEF 14A DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement


☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☒	Definitive Proxy Statement


☐	Definitive Additional Materials


☐	Soliciting Material under §240.14a-12

DIANTHUS THERAPEUTICS, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required.


☐	Fee paid previously with preliminary materials.


☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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DIANTHUS THERAPEUTICS, INC.

7 Times Square, 43rd Floor

New York, New York 10036

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Dianthus Therapeutics, Inc. will be held virtually over the Internet on Thursday, May 23, 2024 at 9:00 a.m. Eastern Time. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/DNTH, where you will be able to listen to the meeting live, submit questions and vote.

The purpose of the Annual Meeting is the following, as more fully described in the accompanying proxy statement:

To elect Leon O. Moulder, Jr. and Alison F. Lawton as Class III directors to our Board of Directors, to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal;

To approve, on an advisory basis, the compensation paid to our named executive officers;

To recommend, by an advisory, non-binding vote, the frequency of future advisory votes to approve the compensation paid to our named executive officers;

To approve an amendment and restatement of the Amended and Restated Dianthus Therapeutics, Inc. Stock Option and Incentive Plan; and

To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

In addition to the foregoing, the Annual Meeting will include the transaction of such other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Only Dianthus Therapeutics, Inc. stockholders of record at the close of business on April 1, 2024, will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Instructions for accessing the virtual Annual Meeting are provided in the proxy statement.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 9:30 a.m. Eastern Time on the date specified above and at our address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of our website at https://investor.dianthustx.com.

Your vote is important. Whether or not you are able to attend the Annual Meeting and vote your shares online, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy via the Internet at the address listed on the Notice and Access Card, by telephone or, if you requested printed proxy materials, by signing, dating and returning the proxy card or voting instruction form.

    By order of our Board of Directors,

   

    Marino Garcia
President and Chief Executive Officer
New York, New York
April 11, 2024

   

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	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

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LEGAL MATTERS

Forward-Looking Statements. This proxy statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in this proxy statement, including statements about the Company’s Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environment, social and governance initiatives, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this proxy statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the proxy statement.

Use of Trademarks. Dianthus Therapeutics is the trademark of Dianthus Therapeutics, Inc. Other names and brands may be claimed as the property of others.

Explanatory Note

Unless context otherwise requires, references to “we,” “our,” “us,” “Dianthus,” the “Company,” or the “combined company” in this proxy statement refer to Dianthus Therapeutics, Inc. (formerly Magenta Therapeutics, Inc.) after completion of the Reverse Merger (as defined below), the term “Former Dianthus” refers to Dianthus Therapeutics OpCo, Inc. (formerly Dianthus Therapeutics, Inc.), and the term “Magenta” refers to the Company prior to completion of the Reverse Merger.

On September 11, 2023, we completed a business combination with Former Dianthus pursuant to which, among other matters, Former Dianthus became our wholly owned subsidiary (the “Reverse Merger”) under the terms of that certain Agreement and Plan of Merger, dated as of May 2, 2023 (the “Merger Agreement”), by and among Former Dianthus, Magenta and a wholly owned subsidiary of Magenta. In connection with the completion of the Reverse Merger, we changed our name from “Magenta Therapeutics, Inc.” to “Dianthus Therapeutics, Inc.,” and the business conducted by us became primarily the business conducted by Former Dianthus.

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DIANTHUS THERAPEUTICS, INC.

7 Times Square, 43rd Floor

New York, New York 10036

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 23, 2024 at 9:00 a.m. Eastern Time

This proxy statement contains information about the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Dianthus Therapeutics, Inc., which will be held on Thursday, May 23, 2024 at 9:00 a.m. Eastern Time. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/DNTH, where you will be able to listen to the meeting live, submit questions and vote. The Board of Directors of Dianthus Therapeutics, Inc. (the "Board") is using this proxy statement to solicit proxies for use at the Annual Meeting or at any other time following adjournment or postponement thereof. In this proxy statement, the terms “Dianthus,” “we,” “us,” and “our” refer to Dianthus Therapeutics, Inc.

To be admitted to the Annual Meeting and vote your shares, you must register in advance at www.proxydocs.com/DNTH prior to the Annual Meeting. You will be required to enter the control number provided in the Notice and Access Card or proxy card at www.proxydocs.com/DNTH and beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Upon completing your registration, you will receive further instructions via email, including a unique link to access the Annual Meeting and to vote and submit questions in advance of the Annual Meeting. Please see the “General Information” section of the proxy statement for more details regarding the logistics of attending the virtual Annual Meeting, including the ability of stockholders to submit questions in advance of and during the Annual Meeting, and technical details and support related to accessing the virtual platform.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, but your Notice and Access Card or proxy card is signed and returned, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect, or by revoking in one of the methods indicated under "General Information" below.

We made this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2023 available to stockholders on or about April 11, 2024.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on Thursday, May 23, 2024:

This proxy statement and our 2023 Annual Report to Stockholders are

available for viewing, printing and downloading at www.proxydocs.com/DNTH.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Dianthus Therapeutics, Inc., 7 Times Square, 43rd Floor, New York, New York 10036, Attention: Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC’s website at www.sec.gov.

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GENERAL INFORMATION

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 11, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). Our proxy materials, including the Notice of 2024 Annual Meeting of Stockholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and the 2023 Annual Report to Stockholders (the “2023 Annual Report”), will be made available to stockholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice and Access Card will be mailed to holders of record and beneficial owners of our common stock starting on or about April 11, 2024. The Notice and Access Card provides instructions as to how stockholders may access and review our proxy materials or, alternatively, how to request that a copy of the proxy materials be sent to them by mail. The Notice and Access Card also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings.

Who is soliciting my vote?

Our Board of Directors is soliciting your vote for the matters to be acted on at the Annual Meeting.

When is the record date for the Annual Meeting?

The record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on April 1, 2024.

How many votes can be cast by stockholders of record?

There were 29,348,626 shares of our common stock, par value $0.001 per share, outstanding on April 1, 2024, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each share of common stock is entitled to one vote on each proposal to be voted on at the Annual Meeting.

How do I vote my shares?

Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.

Registered Stockholders: Shares Registered in Your Name

If your shares are registered directly in your name with our transfer agent, you are a registered stockholder and can vote by proxy over the Internet or telephone by following the instructions provided in the Notice and Access Card or, if you requested printed copies of the proxy materials, you can vote by mailing your proxy as described in the proxy materials. Proxies submitted by mail must be received before the start of the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian

If your shares of common stock are held by a broker, fiduciary or custodian, you are considered the beneficial owner of shares of common stock held in “street name.” You can direct your broker, fiduciary or custodian how to vote in advance of the Annual Meeting by following the instructions they provide.

What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?

If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions.

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Registered Stockholder: Shares Registered in Your Name

If you submit a signed proxy without giving specific voting instructions, your shares will be voted in the manner recommended by our Board of Directors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. We do not currently anticipate that any other matters will be raised at the Annual Meeting. Your shares will be counted toward the quorum requirement.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “non-routine” proposals, resulting in a broker non-vote with respect to such proposals.

How can I attend and vote at the Annual Meeting?

To attend and participate in the Annual Meeting, including to vote and ask questions, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.proxydocs.com/DNTH and enter the control number provided in the Notice and Access Card or the proxy card and follow the instructions on the website, and beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage stockholders to login to this website and access the webcast before the Annual Meeting’s start time by following the instructions in the email containing your access link to the meeting. You should allow ample time in advance of the meeting. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support.

Additionally, information regarding how to attend and participate via the Internet can be found by following the assistance instructions included at www.proxydocs.com/DNTH or by calling the phone number provided in the email containing your access link to the meeting.

The Annual Meeting’s Rules of Conduct will be posted on www.proxydocs.com/DNTH approximately two weeks prior to the date of the Annual Meeting. We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

How do I revoke my proxy?

Registered Stockholder: Shares Registered in Your Name

You may revoke your proxy by (1) following the instructions on the Notice and Access Card and entering a new vote by mail, via telephone or the Internet that we receive before the start of the Annual Meeting, (2) attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Secretary. Any written notice of revocation or subsequent proxy card must be received by our Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Secretary or sent to our principal executive offices at Dianthus Therapeutics, Inc., 7 Times Square, 43rd Floor, New York, New York 10036, Attention: Secretary.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

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How is a quorum reached?

Our Third Amended and Restated By-laws (the “By-laws”) provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and “broker non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our By-laws, any proposal other than an election of directors (which is decided by a plurality of votes cast) is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law, by our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) or By-laws. For all proposals, abstentions and “broker non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner. If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “routine” matters, but will not be allowed to vote your shares with respect to “non-routine” matters, which we refer to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or other nominee how to vote your shares on all proposals to ensure that your vote is counted.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and Access Card and our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We have retained Innisfree M&A Incorporated to assist in the distribution of proxy materials and solicitation of votes for a $25,000 fee, plus reasonable out-of-pocket expenses. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.”

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

What is householding?

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy materials, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders that share the same address and do not participate in electronic delivery of proxy materials, until such time as one or more of these stockholders notifies us that they wish to receive individual copies. If you received a “householding” mailing this year and would like to have additional copies of the proxy materials mailed to you, we will promptly deliver a separate copy of our proxy materials to you upon written or oral request to Dianthus Therapeutics, Inc., 7 Times Square, 43rd Floor, New York, New York 10036, Attention: Secretary, or via telephone at: 929-999-4055. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

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MANAGEMENT AND CORPORATE GOVERNANCE

Pursuant to the Merger Agreement, the Company was entitled to designate two directors to the Board of Directors (the “Company Designees”) and Former Dianthus was entitled to designate six directors to the Board of Directors (the “Former Dianthus Designees”). Effective as of September 11, 2023, the following individuals continued to serve as members of the Board of Directors as the Company Designees: Alison F. Lawton and Anne McGeorge, and the following individuals were appointed as members of the Board as Former Dianthus Designees: Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.

BOARD COMPOSITION AND STRUCTURE

In accordance with the terms of our Certificate of Incorporation and By-laws, 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 Marino Garcia and Paula Soteropoulos, and their terms will expire at the annual meeting of stockholders to be held in 2025;

•

the Class II directors are Tomas Kiselak, Anne McGeorge and Jonathan Violin, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; and

•

the Class III directors are Alison F. Lawton, Lei Meng and Leon O. Moulder, Jr., and their terms will expire at the Annual Meeting. Ms. Meng 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.

The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee of our Board of Directors to determine that the person should serve as a director of Dianthus. In addition to the information presented below, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Dianthus and our Board of Directors.

DIRECTOR BIOGRAPHIES

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.


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

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

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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.

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.


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

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

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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.

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:

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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.

Director Nomination Process

Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our Board of Directors, and recommending such persons to be nominated for election as directors. The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes soliciting recommendations from any or all of the following sources: non-employee directors, the Chief Executive Officer, other executive officers, third-party search firms or any other source our Nominating and Corporate Governance Committee deems appropriate. Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the CEO, may conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

The Nominating and Corporate Governance Committee evaluates the composition of the Board of Directors annually to assess the skills and experience that are currently represented on the Board of Directors as a whole, and in individual directors, as well as the skills and experience that may be valuable in the future in recommending new members to the Board of Directors. The Board of Directors and the Nominating and Corporate Governance Committee actively seek to achieve a diversity of occupational and personal backgrounds on the Board of Directors, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of criteria approved by the Board of Directors and recommends candidates to the Board of Directors for election by our stockholders at the annual meeting of stockholders.

In assessing the qualifications of our Board of Directors, the Nominating and Corporate Governance Committee considers a range of skills by our current and prospective Board members through a skill matrix consisting of specific criteria including expertise in the following areas: biotechnology, business development, commercial, compliance and risk, corporate strategy, drug development, finance/accounting/fundraising, international, investor relations, M&A, manufacturing, rare disease, regulatory, and science. The Nominating and Corporate Governance Committee also considers experience as a public company director, as a current or former CEO, and as a board Chair as relevant in assessing the qualifications of current or potential Board members.

The Nominating and Corporate Governance Committee also considers director candidates recommended by Company stockholders in accordance with the same criteria above. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting such recommendations to the committee as described under “Communication with the Directors of Dianthus” below. Any such recommendations should include the same information required under our By-laws for nominating a director, as described under “Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting.”

Corporate Governance

Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at https://investor.dianthustx.com, under “Governance–Documents & Charters.”

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Director Independence

The Board of Directors reviews the independence of all directors in light of each director’s (or any family member’s, if applicable) affiliations with the Company and members of management, as well as significant holdings of our securities. The Board of Directors uses the definition of independence from Nasdaq listing rules to assess independence of our directors. Nasdaq listing rules have objective tests and a subjective test for determining who is an “independent director.” The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances. After considering the foregoing factors, the Board of Directors has determined each of our directors other than Mr. Garcia and Dr. Violin meets the Nasdaq independence requirements. Mr. Garcia and Dr. Violin are not considered independent due to their role as an executive officer of Dianthus and receipt of compensation for the provision of consulting services, respectively. Former directors Drs. Bruce Booth, Thomas O. Daniel, Michael Vasconcelles, Jeffrey W. Albers and Amy Lynn Ronneberg were considered independent during the period they served on the Board. Former directors Drs. Jason Gardner and David T. Scadden were not considered independent during the period they served on the Board due to his role as an executive officer of Magenta and due to his service as chair of the Scientific Advisory Board, respectively.

Board Committees

Our Board of Directors has established an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) and a science and technology committee (the “Science and Technology Committee”), each of which operates pursuant to a charter adopted by the Board of Directors, which is available on our website at https://investor.dianthustx.com. We believe the functioning and composition of these committees comply with the requirements of the Sarbanes-Oxley Act of 2002, Nasdaq listing rules and SEC rules and regulations. The Board of Directors may also establish other committees from time to time to assist the Company and its Board of Directors. Each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Science and Technology Committee has the responsibilities described below.

Audit Committee

Alison F. Lawton, Anne McGeorge, and Paula Soteropoulos serve on the Audit Committee, and each qualifies as an independent director as defined under applicable Nasdaq listing rules, meets the additional, heightened independence criteria applicable to members of the audit committee under the rules of the SEC and the applicable Nasdaq listing rules, and has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Ms. McGeorge serves as chair of the Audit Committee. Each of Ms. McGeorge and Ms. Soteropoulos is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The primary responsibilities of the Audit Committee are to oversee the Company’s accounting and financial reporting processes, including the audits of the financial statements, and the internal and external audit processes. The Audit Committee also oversees the system of internal controls established by management and our compliance with legal and regulatory requirements. The Audit Committee is responsible for the review, consideration and approval or ratification of related party transactions as well as the oversight of the Company’s practices with respect to risk assessment and risk management. The Audit Committee oversees the independent auditors, including their independence and objectivity. The Audit Committee is empowered to retain outside legal counsel and other advisors as it deems necessary or appropriate to assist it in fulfilling its responsibilities and to approve the fees and other retention terms of the advisors.

Following the closing of the Reverse Merger through December 31, 2023, the Audit Committee met one time.

Compensation Committee

Paula Soteropoulos, Leon O. Moulder, Jr. and Tomas Kiselak serve on the Compensation Committee, and each qualifies as an independent director, as defined under applicable Nasdaq listing rules and also meets the additional, heightened independence criteria applicable to members of the compensation committee. Ms. Soteropoulos serves as the chair of the Compensation Committee.

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The primary responsibilities of the Compensation Committee are to periodically review and approve the compensation and other benefits for the Company’s senior officers and directors. This includes reviewing and recommending corporate goals and objectives for Board of Directors' approval relevant to the compensation of the Company’s executive officers, evaluating the performance of these officers in light of the goals and objectives and setting the officers’ compensation. The Compensation Committee also administers and makes recommendations to the Board of Directors regarding equity incentive plans that are subject to the Board of Directors’ approval and approves the grant of equity awards under the plans.

Following the closing of the Reverse Merger through December 31, 2023, the Compensation Committee met one time.

Nominating and Corporate Governance Committee

Alison F. Lawton, Lei Meng and Leon O. Moulder, Jr. serve on the Nominating and Corporate Governance Committee, and each qualifies as an independent director, as defined under applicable Nasdaq listing rules. Ms. Lawton serves as chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for engaging in succession planning for the Board of Directors, developing and recommending to the Board of Directors criteria for identifying and evaluating qualified director candidates and making recommendations to the Board of Directors regarding candidates for election or reelection to the Board of Directors at each annual stockholders’ meeting. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing the Company’s corporate governance practices and making recommendations to the Board of Directors concerning corporate governance matters. The Nominating and Corporate Governance Committee is also responsible for making recommendations to the Board of Directors concerning the structure, composition and functioning of the Board of Directors and its committees.

Following the closing of the Reverse Merger through December 31, 2023, the Nominating and Corporate Governance Committee met one time.

Science and Technology Committee

Tomas Kiselak, Lei Meng and Jonathan Violin, Ph.D. serve on the Science and Technology Committee. Mr. Kiselak serves as chair of the Science and Technology Committee. The primary responsibilities of the Science and Technology Committee are to assist the Board of Directors in overseeing the Company’s innovation, new product development and research and development activities.

Following the closing of the Reverse Merger through December 31, 2023, the Science and Technology Committee met one time.

Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees our annual board and committee evaluation process. Generally, our Board of Directors and each committee conducts self-evaluations by means of written questionnaires completed by each director and committee member. The anonymous responses are summarized and provided to our Board of Directors and each committee in order to facilitate an examination and discussion by our Board of Directors and each committee of the effectiveness of our Board of Directors and committees, Board of Directors and committee structure and dynamics and areas for possible improvement. The Nominating and Corporate Governance Committee oversees the Board of Directors and committee evaluation process each year and may determine to use an independent third-party evaluation process from time to time in the future.

Board and Committee Meetings Attendance

The Board of Directors held two meetings following the closing of the Reverse Merger in September 2023 through December 31, 2023. Following the closing of the Reverse Merger through December 31, 2023, each of the directors attended at least seventy-five percent (75%) of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the year ended December 31, 2023 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee and excluding any meetings in which a director was an interested party).

The non-employee directors met in executive session during each of the regularly scheduled Board of Directors meetings following the closing of the Reverse Merger through December 31, 2023.

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Director Attendance at Annual Meeting of Stockholders

Pursuant to our Principles of Corporate Governance, directors are expected to attend the annual meeting of stockholders absent unusual circumstances. We did not hold an annual meeting of stockholders in 2023, but six out of our eight then-serving directors attended the special meeting of stockholders that we held in 2023.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in our securities. Our insider trading policy expressly prohibits short-term trading (selling our stock within six months following a purchase), short sales, derivative transactions of our stock and hedging transactions by our executive officers, directors, employees and consultants and contractors. Our insider trading policy expressly prohibits its directors and executive officers from pledging our securities.

Code of Business Conduct and Ethics

In connection with the Reverse Merger, the Board of Directors adopted a new Code of Conduct and Ethics (the “Code of Conduct”). The Code of Conduct superseded the Company’s existing code of business conduct and ethics previously adopted by the Board of Directors (the “Pre-Merger Code”). The Code of Conduct applies to all directors, officers and employees of the Company.

The Code of Conduct addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. The provisions of the Code of Conduct are intended to reflect current best practices and enhance the Company’s personnel’s understanding of the Company’s standards of ethical business practices, promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities and improve clarity as to how to address ethical issues that may arise.

The full text of the Code of Conduct is posted on the Company’s website at www.dianthustx.com. We intend to disclose any amendments to the Code of Conduct, or any waivers of its requirements, on our website to the extent required by applicable rules. Our Audit Committee is responsible for applying and interpreting the Code of Conduct in situations where questions are presented to it. Information contained on, or that can be accessed through, the Company’s website is not incorporated by reference into this proxy statement and should not be considered to be a part hereof for any purpose.

The newly adopted Code of Conduct did not result in any explicit or implicit waiver of any provision of the Pre-Merger Code.

Board Leadership Structure

Leon O. Moulder, Jr. currently serves as the independent chair of our Board of Directors. We believe that separating the role of chair of our Board and Chief Executive Officer allows our Chief Executive Officer to focus on our day-to-day business, while allowing the chair of our Board to lead our Board of Directors in its fundamental role of providing advice to, and independent oversight of, management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as chair of our Board, particularly as our Board of Directors’ oversight responsibilities continue to grow as we mature as a public company. While our By-laws and Principles of Corporate Governance do not require that we appoint a separate chair and Chief Executive Officer, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

At any time when the Chairman is not independent, the independent directors of the Board will designate an independent director to serve as lead independent director. The responsibilities of any such lead independent director may include: (a) presiding at meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; (b) approving information sent to the Board; (c) approving the agenda and schedule for Board meetings so that there is sufficient time for discussion of all agenda items; (d) serving as liaison between the Chair and the independent directors; (e) being available for consultation and communication with major stockholders upon request; and (f) performing such other duties as the Board may determine from time to time. The lead independent director may also have the authority to call executive sessions of the independent directors.

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The independent directors have the opportunity to meet in executive sessions without management present at every regular Board meeting. The purpose of these executive sessions is to encourage and enhance communication among the independent directors.

Board's Role in Risk Oversight

We face a number of risks, including risks relating to our financial condition, operations, strategic direction and intellectual property. Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face. Throughout the year, senior management reviews these risks with the Audit Committee and Board of Directors at regular meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board of Directors does not have a standing risk management committee, but rather administers its oversight function directly through our Board of Directors as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Audit Committee is responsible for overseeing and guiding management in its periodic assessment, identification and evaluation of major strategic, operational, regulatory, compliance and external risks inherent to our business, and periodically assesses the steps management has taken, or proposes to take, to minimize such risks to our business. The Audit Committee also monitors compliance with legal and regulatory requirements, discusses with management our guidelines and policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which our exposure to risk is handled, oversees the Company’s practices with respect to the financial and cybersecurity risks we face and considers and approves or disapproves any related person transactions. Our Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs. Our Nominating and Corporate Governance Committee is responsible for overseeing risks related to our corporate governance practices, and our Scientific and Technology Committee reviews, evaluates and advises our management regarding the risks associated with our research and development initiatives, programs and related investments. Our Board of Directors also monitors and assesses operational risk exposure similar to the Audit Committee, including risks related to clinical development and operations. While our Board has an oversight role, management is principally tasked with direct responsibility for assessing and managing risks, including implementing processes and controls to mitigate their effects on the Company. The Board believes that its programs for overseeing risk would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.


Board Diversity Matrix (as of April 11, 2024)
Total number of directors	8
	Female	Male
Part I: Gender identity
Directors	4	4
Part II: Demographic background
Asian	1	-
Hispanic or Latin	-	1
White	3	4

Communication with the Directors of Dianthus

Any interested party with concerns about our Company may report such concerns to individual directors, the chairs of our Board of Directors and Nominating and Corporate Governance Committee or our Board of Directors as a whole, by submitting a written communication to the attention of such director at the following address:

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c/o Dianthus Therapeutics, Inc.

Attn: Board of Directors

7 Times Square, 43rd Floor

New York, New York 10036

United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

A copy of any such written communication may also be forwarded to Dianthus’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with Dianthus’ legal counsel, with independent advisors, with non-management directors, or with Dianthus’ management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

These communications will be compiled and reviewed by our Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

The Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by Dianthus regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters, or potential violations of the federal securities laws, including any rules and regulations thereunder, or the U.S. Foreign Corrupt Practices Act. Dianthus has also established a toll-free telephone number, which is (833) 963-3518, and has established a webform, which can be accessed at https://www.whistleblowerservices.com/DNTH, for the reporting of such activity.

EXECUTIVE OFFICERS

On September 11, 2023, the Board of Directors appointed Marino Garcia as our President and Chief Executive Officer and principal executive officer, Ryan Savitz as Chief Financial Officer, Treasurer and principal financial officer and Edward Carr as our Chief Accounting Officer and principal accounting officer.

The following table identifies our executive officers, and sets forth their current positions at Dianthus, the year they became an executive officer and their ages. Each executive officer will serve at the discretion of the Board of Directors and hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.


Name	Position Held with Dianthus	Officer Since	Age (1)
Marino Garcia	Director, Chief Executive Officer and President	2023	57
Ryan Savitz (2)	Chief Financial Officer, Chief Business Officer and Treasurer	2023	35
Simrat Randhawa, M.D.	Chief Medical Officer	2023	54
Adam Veness	Senior Vice President, General Counsel and Secretary	2023	38
Edward Carr	Chief Accounting Officer	2023	54

(1)

Ages presented as of April 11, 2024.

(2)

Mr. Savitz was promoted to the role of Chief Business Officer in addition to his role as Chief Financial Officer on February 7, 2024.

EXECUTIVE OFFICER BIOGRAPHIES

Marino Garcia. Mr. Garcia's biography is included under “Director Biographies” above.

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Ryan Savitz. Mr. Savitz has served as our Chief Financial Officer since September 2023, and was promoted to the role of Chief Business Officer in February 2024, in addition to his role as Chief Financial Officer. Mr. Savitz has served as Chief Financial Officer of Former Dianthus since June 2022. Mr. Savitz was recently promoted to Chief Financial and Business Officer on February 7, 2024. Prior to joining Former Dianthus, he served as Managing Director in Citigroup’s Healthcare Investment Banking division where he was employed from June 2010 to June 2022 and focused on advising biopharma companies on private and public capital raising, partnering, and mergers and acquisitions. Prior to becoming Managing Director, he held positions of increasing responsibility, all within the Healthcare Investment Banking division at Citigroup. Mr. Savitz received his Bachelor of Science in Finance from the Pennsylvania State University.

Simrat Randhawa, M.D. Dr. Randhawa has served as our Chief Medical Officer since September 2023 and as Chief Medical Officer of Former Dianthus since April 2022. Dr. Randhawa most recently served as Senior Vice President of Clinical and Medical Affairs at Aurinia Pharmaceuticals Inc. (Nasdaq: AUPH), an autoimmune-focused company, from February 2017 to April 2022, where he supported the clinical development of voclosporin. Dr. Randhawa has held a number of senior commercial and medical leadership roles in the autoimmune and rare disease spaces within large pharma and biotech companies such as Novartis AG and BioMarin Pharmaceutical Inc. Previously, he supported business development opportunities and integration needs in the health care sector while at McKinsey Consulting. Dr. Randhawa completed his M.D. at Drexel University and received his M.B.A. from Columbia University.

Adam Veness, Esq. Mr. Veness has served as our Senior Vice President, General Counsel and Secretary since September 2023, and Senior Vice President, General Counsel and Secretary of Former Dianthus since June 2023. Prior to joining Former Dianthus, Mr. Veness served as General Counsel and Secretary at Cyteir Therapeutics, Inc., a clinical-stage oncology company, from April 2022 until June 2023. Prior to Cyteir, Mr. Veness served as General Counsel and Secretary at Acceleron Pharma Inc., a biopharmaceutical company, from 2019 until Acceleron’s acquisition by Merck & Co. in November 2021. Mr. Veness served in various roles at Acceleron from July 2014 until his appointment as General Counsel in 2019. During his tenure at Acceleron, Mr. Veness served on the Executive Committee responsible for company strategy and he led the global legal and compliance functions, including capital markets and SEC reporting obligations, corporate governance, contracts, intellectual property, employment matters, and data privacy. Prior to Acceleron, Mr. Veness was a corporate and securities attorney at the law firm, Mintz Levin, where he represented and counseled public and private companies in the biopharmaceutical, technology, and healthcare industries. Mr. Veness earned a B.A. in Political Science and Philosophy from Tulane University, and a J.D. from Boston University School of Law.

Edward Carr. Mr. Carr has served as our Chief Accounting Officer since September 2023, and as Chief Accounting Officer of Former Dianthus since April 2022. Prior to joining Former Dianthus, Mr. Carr served as Chief Financial Officer of Abeona Therapeutics (Nasdaq: ABEO), a clinical stage biotechnology company, from August 2021 to March 2022 and as Chief Accounting Officer from November 2018 to August 2021. Prior to Abeona, Mr. Carr served as Assistant Controller at Coty Inc. (NYSE: COTY), a manufacturing company, from October 2017 to November 2018 and as Chief Accounting Officer at Foster Wheeler AG (Nasdaq: FWLT), an engineering and construction company, from April 2007 to March 2017. Mr. Carr, who is a Certified Public Accountant, began his career at Ernst & Young LLP. He received his Master of Professional Accountancy and Bachelor of Business Administration from West Virginia University.

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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.


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

(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

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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.

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EXECUTIVE COMPENSATION

This section discusses the material elements of compensation awarded to, earned by or paid to each principal executive officer of the Company during 2023, the two next most highly compensated executive officers of the Company and two additional former executive officers of the Company. The following individuals are referred to as the “Named Executive Officers” or “NEOs.”


Name		Position
Marino Garcia		Chief Executive Officer (1)
Ryan Savitz		Chief Financial Officer, Chief Business Officer and Treasurer (2)
Simrat Randhawa, M.D.		Chief Medical Officer (2)
Jason Gardner, D.Phil.		Former President and Chief Executive Officer (1)
Stephen Mahoney		Former President, Chief Financial and Operating Officer (1)
Thomas Beetham		Former Chief Legal Officer (3)
Lisa Olson, Ph.D.		Former Chief Scientific Officer (4)

(1)

Dr. Gardner served as President and Chief Executive Officer until his termination on February 7, 2023 when he was succeeded as the “principal executive officer” of the Company by Mr. Mahoney. On September 11, 2023, in connection with the Reverse Merger, Mr. Garcia was appointed President and Chief Executive Officer, and Mr. Mahoney’s employment was terminated.

(2)

Mr. Savitz and Dr. Randhawa were appointed Chief Financial Officer and Chief Medical Officer, respectively, on September 11, 2023 in connection with the Reverse Merger. Mr. Savitz was promoted to the role of Chief Business Officer in addition to his role as Chief Financial Officer on February 7, 2024.

(3)

Mr. Beetham’s employment was terminated on September 11, 2023, in connection with the Reverse Merger.

(4)

Dr. Olson’s employment was terminated effective May 15, 2023.

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.


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

(1)

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

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described in further detail under “Narrative Disclosure to Summary Compensation Table—Retention Incentive Bonuses” below.

(2)

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:


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

(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.

Narrative Disclosure to Summary Compensation Table

Compensation Philosophy and Process

The Company’s Board of Directors and Compensation Committee review compensation annually for all employees, including the NEOs. In setting executive base salaries and annual incentives and granting equity incentive awards, the Compensation Committee considers compensation for comparable positions in the market, the historical compensation levels of the Company’s executives, internal equity, individual performance as compared to the Company’s expectations and objectives, the Company’s desire to motivate the Company’s employees to achieve short- and long-term results that are in the best interests of the Company’s stockholders and a long-term commitment to the Company. The Company targets a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual incentives or long-term incentives.

The Compensation Committee is responsible for determining the compensation of the NEOs; however, the Board of Directors, upon recommendation of the Compensation Committee, is responsible for determining the Compensation of the Chief Executive Officer. The Compensation Committee typically reviews and discusses each NEO’s proposed compensation with the Chief Executive Officer (other than his own compensation). Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then sets the compensation for each NEO, other than the Chief Executive Officer, and recommends the compensation for the Chief Executive Officer to the Board of Directors for approval. The Chief Executive Officer is not present for discussions regarding his own compensation.

In 2023, the Compensation Committee retained the services of Alpine Rewards, LLC (“Alpine Rewards”) as its external independent compensation consultant. In this role, Alpine Rewards served as an advisor to the Compensation Committee on topics primarily related to the Company’s broader compensation structure, executive new hire compensation packages, executive compensation structure, peer group review, benchmarking of executive positions and equity share usage and dilution. The Board of Directors and Compensation Committee considered Alpine Rewards’ input on certain compensation matters as they deemed appropriate. The Compensation Committee requires that its compensation consultants be independent of management and

performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent. After review of the independence factors set forth by Nasdaq and the SEC, the Compensation Committee determined that the engagement of Alpine Rewards does not raise any conflict of interest.

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Employment Agreements

Each of Messrs. Garcia and Savitz and Dr. Randhawa entered into an employment agreement in connection with his appointment as an executive officer of Former Dianthus, each of which was amended in connection with the Reverse Merger and his appointments as an officer of the Company. The employment agreements generally set forth the initial base salary, target annual bonus opportunity, one-time signing bonus in consideration for certain restrictive covenants (including standard confidentiality and nondisclosure, assignment of intellectual property work product and post-termination noncompetition and non-solicitation of employees, consultants and customers covenants), and eligibility for employee benefit plans. In addition, the employment agreements set forth the terms of initial stock option grants. Each employment agreement also provides for severance benefits in connection with certain terminations of employment, as described under “Additional Narrative Disclosure—Potential

Payments Upon Termination or Change in Control” below.

Base Salary

Each NEO’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established by the Compensation Committee or Board of Directors, as applicable, taking into account each individual’s role, responsibilities, skills, and experience. Base salaries for the NEOs are reviewed annually by the Compensation Committee or Board of Directors, as applicable, typically in connection with the Company’s annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, internal equity, performance, and experience.

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary are designed to reflect each NEO’s scope of responsibility and accountability. Effective with the closing of the Reverse Merger on September 11, 2023, the base salaries for Messrs. Garcia and Savitz and Dr. Randhawa were set forth below:


Name	2023 Base Salary (as of Dec. 31, 2023)
Marino Garcia	$	575,000
Ryan Savitz	$	445,600
Simrat Randhawa, M.D.	$	458,700

2023 Annual Cash Incentives

The Company’s cash annual incentive program is intended to reward the NEOs for meeting specified performance goals during the fiscal year. For 2023, each NEO was eligible for a target annual incentive based on a specific percentage of their earned base salaries for 2023, which are set forth below for those NEOs who were employed as of December 31, 2023 and eligible to receive a 2023 annual incentive:


Name		2023 Target Annual Incentive (% of base salary)
Marino Garcia		50%
Ryan Savitz		40%
Simrat Randhawa, M.D.		40%

The 2023 annual incentive program for Messrs. Garcia and Savitz and Dr. Randhawa was based upon achievement of corporate performance goals related to: (i) execution towards organizational readiness to initiate a phase 2 clinical trial of DNTH103 in generalized Myasthenia Gravis, (ii) strengthening the data package for DNTH103 and expanding its use in potential indications and other life cycle developments, (iii) building a pipeline of additional targets beyond DNTH103 and (iv) building an optimal high-performance organization required to achieve financial and development milestones. Following the end of 2023, the Compensation Committee recommended, and the Board of Directors approved, achievement of corporate performance and resulting annual incentive payouts at 115% of target.

Retention Incentive Bonuses

On February 23, 2023, the Compensation Committee approved retention incentive bonuses to Messrs. Mahoney and Beetham and Dr. Olson pursuant to the Company’s Senior Executive Cash Incentive Bonus Plan. Each retention incentive bonus was equal to the pro-rata amount of: (i) 125% of the NEOs’ 2023 base salary, plus (ii) 125% of the NEO’s 2023 target bonus, in each case, subject to a maximum of 75% of such amount. The retention incentive bonuses provided for payment upon the earliest of

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(a) the completion of a merger or similar change of control of Company, (b) the completion of a liquidation of the Company, (c) the date of the NEO’s termination by the Company not for cause (as defined in the NEO’s employment agreement) or (d) any other date determined by the Compensation Committee. As a result, Dr. Olson received a retention incentive bonus of $277,027 in connection with her termination and Messrs. Mahoney and Beetham received retention incentive bonuses of $539,134 and $523,490, respectively, in connection with the Reverse Merger.

Equity Awards

The Company’s equity grant program is intended to align the interests of the NEOs with those of the Company’s stockholders and to motivate them to make important contributions to the Company’s performance. During 2023, in light of the ongoing strategic process, the Company did not make any grants of equity awards to the NEOs.

In connection with the Reverse Merger, outstanding stock options originally granted by Former Dianthus were assumed and converted into Company stock options based on the exchange ratio, subject to the same vesting terms as in effect prior to the Reverse Merger. The assumed options are described in more detail under “Outstanding Equity Awards at 2023 Fiscal Year End” below.

Modification of Stock Options

In connection with the Reverse Merger and pursuant to the terms of the Merger Agreement, all outstanding stock options held by Messrs. Mahoney and Beetham and Dr. Olson that had an exercise price that was equal to or less than $2.00 (prior to giving effect to the 1-for-16 reverse stock split (the "Reverse Stock Split") were modified to provide that they will remain outstanding and exercisable until the third anniversary of the Reverse Merger (or if earlier, the original expiration date of such stock option).

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.


	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

SEC Form DEF 14A filed by Dianthus Therapeutics Inc.