Sector: Health Care
DIANTHUS THERAPEUTICS INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Mr. Kango joined the board in March 2025, which is within the 24-month exemption window under our policy, so he is exempt from the stock performance trigger; he brings over 25 years of biopharma commercial and executive leadership experience, no overboarding issues are present, and attendance meets the 75% threshold.
Ms. McGeorge has served since 2019, but DNTH's 3-year stock return of +654% vastly exceeds the XBI — SPDR S&P Biotech ETF return of +74% by approximately +580 percentage points, well above the 65-point threshold needed to trigger a negative vote for strong-positive TSR companies, so the performance trigger does not apply; she has deep financial and healthcare audit expertise, serves as Audit Committee Chair, and attendance meets the 75% threshold.
Dr. Violin has served since 2019, but DNTH's extraordinary 3-year outperformance versus the XBI — SPDR S&P Biotech ETF (+580 percentage points versus a 65-point trigger threshold) means the TSR trigger does not apply; he brings deep biotech founding and executive experience relevant to the company's stage, and attendance meets the 75% threshold.
All three Class II director nominees pass the policy screens: the 3-year TSR trigger does not fire because DNTH's stock has returned +654% over three years, outperforming the XBI — SPDR S&P Biotech ETF by approximately +580 percentage points, far above the 65-point threshold for strong-positive TSR companies; no overboarding, attendance, independence, or qualifications concerns are identified for any nominee.
CEO
Marino Garcia
Total Comp
$10,614,702
Prior Support
86%%
CEO Marino Garcia received total compensation of $10,614,702 in 2025, which is within a reasonable range for a biotech CEO at a company that has grown to a $4.9 billion market cap and delivered a 3-year stock return of +654% — far exceeding the XBI — SPDR S&P Biotech ETF's +74% return over the same period, demonstrating strong pay-for-performance alignment. The pay mix is heavily weighted toward variable compensation — the $9.45 million in stock option awards plus $519,750 annual cash incentive together represent approximately 94% of total pay, with base salary of $630,000 making up only about 6%, well within the policy's requirement that fixed pay not exceed 40% of total compensation. The prior year say-on-pay vote received 86% support (above the 70% threshold), the company has a compliant clawback policy, and the 2025 annual incentive payout of 150% of target was grounded in measurable clinical milestones that were significantly overachieved, including positive Phase 2 top-line data and ahead-of-schedule Phase 3 enrollment.
Auditor
Deloitte & Touche LLP
Tenure
4 yrs
Audit Fees
$835,156
Non-Audit Fees
$2,063
Non-audit fees of $2,063 represent less than 1% of audit fees of $835,156, far below the 50% threshold that would raise independence concerns; Deloitte has served since 2022/2023 (approximately 3-4 years), well below the 25-year tenure threshold; no material restatements are disclosed; and Deloitte is a Big 4 firm appropriate for a $4.9 billion market cap company.
The 2026 Dianthus Therapeutics annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass our policy screens and receive a FOR vote determination. The company has delivered exceptional shareholder returns over the past three years (+654% versus +74% for the XBI — SPDR S&P Biotech ETF), executive pay is heavily variable and tied to meaningful clinical milestones, and the auditor relationship raises no independence concerns.
