Diego Miralles
About Diego Miralles, M.D.
Independent, non-employee director since May 2024; age 62. Currently CEO of AZURNA Therapeutics (since Jan 2024); previously CEO of Laronde (Dec 2020–Sep 2022) and Vividion (Aug 2017–Sep 2020). Medical degree from the University of Buenos Aires. Chairs Artiva’s Clinical Strategy Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AZURNA Therapeutics, Inc. | Chief Executive Officer | Jan 2024–present | Private company CEO role in drug development |
| Laronde Inc. | Chief Executive Officer | Dec 2020–Sep 2022 | Early-stage biotech leadership |
| Vividion | Chief Executive Officer | Aug 2017–Sep 2020 | Built platform and programs; prior association with CEO of ARTV |
| Rady Children’s Institute for Genomic Medicine | Board member | 2008–present | Pediatric genomics oversight |
| St. Vincent de Paul Village (Father Joe’s Villages) | Board member | Not disclosed | Community/charitable governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Contineum Therapeutics, Inc. (public) | Director | Mar 2025–present | Biopharma board experience |
| NeuBase Therapeutics, Inc. (public) | Director | Apr 2019–Apr 2021 | Public biopharma board experience |
| Rady Children’s Institute for Genomic Medicine | Director | 2008–present | Long-standing non-profit governance |
| Father Joe’s Villages | Director | Not disclosed | Non-profit governance |
Board Governance
- Committees: Chairs Clinical Strategy Committee; members include Daniel Baker, Laura Bessen, Brian Daniels, Laura Stoppel.
- Board leadership: Independent, non-executive Chair (Brian Daniels); separation of Chair and CEO roles.
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of combined board/committee meetings—Miralles met minimum attendance threshold.
- Executive sessions: Regular sessions of independent directors held, typically each regular board meeting.
- Independence: Proxy expressly lists Baker, Daniels, Hougen, Moore, Stoppel as “independent”; Miralles’ Nasdaq/SEC independence designation is not explicitly stated in that list (he is compensated as a non-employee director).
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $10,824 | Director cash fees in 2024 |
| Option Awards ($, grant-date fair value) | $108,144 | ASC 718 value for director option awards in 2024 |
| All Other Compensation ($) | $160,000 | Consulting fees under Miralles Consulting Agreement |
| Total ($) | $278,968 | Sum of 2024 director compensation components |
Non-Employee Director Compensation Policy (effective July 2024):
- Annual cash retainer: $40,000; Lead Independent Chair retainer: $30,000.
- Committee retainers (non-chair): Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $5,000.
- Committee chair retainers: Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $10,000.
- Clinical Strategy Committee: annual cash retainer $6,000 ($15,000 for Chair).
- Technical Operations Committee: annual cash retainer $15,000.
- Equity: Initial option 27,500 shares; Annual option 13,750 shares; subject to plan limits.
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Strike Price | Vesting | 2024 FV ($) |
|---|---|---|---|---|---|
| Stock option (consulting) | Jan 2024 | 12,995 | $5.18 | Equal monthly over 6 months | Included in $108,144 |
| Stock option (consulting) | Mar 2024 | 12,995 | $5.18 | Equal monthly over 6 months beginning May 2024 | Included in $108,144 |
| Annual/initial director options | Policy indicates 27,500 initial and 13,750 annual; specific 2024 director grant details for Miralles not separately disclosed beyond totals above | — | — | — | — |
Performance metrics tied to director compensation:
- None disclosed for director equity awards (director equity is time-based under policy; performance awards and metrics are described at the plan level, not used for director compensation).
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| AZURNA Therapeutics (CEO) | Private company | No disclosed transactions with ARTV; outside CEO role. |
| Contineum Therapeutics (public) | Board | No disclosed ARTV transactions; biopharma landscape overlap is possible but not disclosed. |
| NeuBase Therapeutics (public) | Former Board | No disclosed ARTV transactions. |
| Rady Children’s Institute/Father Joe’s Villages | Boards | Non-profit roles; no ARTV transactions disclosed. |
Context on related-party environment at ARTV:
- Manufacturing and license agreements with GC Cell; GC Corp director (Yong‑Jun Huh) on ARTV Board.
- RA Capital affiliates provide services (Blackbird, Carnot); ARTV director Laura Stoppel affiliated with RA Capital.
- No specific transactions disclosed involving Miralles or AZURNA/Contineum/NeuBase beyond his consulting agreement with ARTV noted below.
Expertise & Qualifications
- Executive leadership across biotech therapeutics; prior CEOs at Vividion and Laronde; current CEO at AZURNA.
- Clinical strategy oversight; chairs Clinical Strategy Committee at ARTV.
- Medical training (M.D.) and long-standing non-profit board service in genomics.
Equity Ownership
| Holder | Form of Ownership | Quantity | As-of Date | % of Shares Outstanding |
|---|---|---|---|---|
| Diego Miralles, M.D. | Options exercisable within 60 days | 25,990 | Mar 31, 2025 | <1% (based on 24,363,119 shares) |
| Diego Miralles, M.D. | Outstanding stock options (total) | 25,900 | Dec 31, 2024 | — |
Additional alignment/controls:
- Hedging/pledging policy: Hedging and pledging prohibited without prior Board approval and pre-clearance; no pledging disclosed.
- Director compensation limit: Aggregate director comp capped at $750,000 per year ($1,000,000 in year of first appointment).
Governance Assessment
- Effectiveness: Chairs Clinical Strategy Committee, indicating domain leadership; board structure features independent chair and regular executive sessions supporting independent oversight. Attendance met minimum thresholds in 2024.
- Independence/Conflicts: Miralles provided paid consulting to ARTV before and overlapping with his board appointment—$16,000 per month through IPO termination and two option grants; this is a potential perceived conflict but explicitly terminated at IPO and disclosed in director pay footnotes.
- Compensation/Alignment: 2024 director pay includes cash fees plus option awards; beneficial ownership is small (<1%), primarily via options; hedging/pledging restrictions mitigate misalignment risks.
- Related-party environment: Significant agreements with GC Cell (with ARTV director affiliations) and services from RA Capital affiliates (with another ARTV director affiliation); governance policies require Audit Committee oversight of related-person transactions. No specific related-party transactions attributed to Miralles beyond consulting agreement.
RED FLAGS: Prior consulting relationship and equity grants to Miralles while moving onto the board (terminated at IPO) require monitoring for ongoing influence; ensure continued independence and avoidance of future paid engagements.
Signals for investors: Clinical strategy leadership and multi-company CEO background could enhance R&D oversight; small personal ownership suggests alignment mainly through annual director options rather than material shareholding; board’s clear hedging/pledging prohibitions and independent chair structure support governance quality.