Jonathan Violin
About Jonathan Violin
Jonathan Violin, Ph.D. (age 49) has served as an independent director of Astria Therapeutics (ATXS) since January 2021; he holds a Ph.D. in Pharmacology from UC San Diego, an MBA (Health Sector Management) from Duke’s Fuqua School, and a B.S. in Chemical Pharmacology from Duke University . He currently serves as Venture Partner at Fairmount Funds Management, LLC (since June 2023) and brings deep clinical and scientific drug development expertise, including prior C-suite roles in biotech . His board term is Class III, expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viridian Therapeutics, Inc. | President & CEO; previously President & COO; consultant | CEO Jan 2021–Feb 2023; COO Oct 2020–Jan 2021; consultant Feb–Jun 2023 | Led R&D-stage biotech; advisory engagement post-executive tenure |
| Crescent Biopharma (private) | Interim CEO | Oct 2024–Apr 2025 | Transitional leadership in private biotech |
| Quellis Biosciences, Inc. (acquired by Astria in Jan 2021) | Co-founder; President; Treasurer & Secretary; consultant | Pres/Officer Dec 2018–Dec 2020; Officer to Jan 2021; consultant Dec 2017–Apr 2021 | Founder-led asset that became core to Astria via acquisition |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Fairmount Funds Management, LLC | Venture Partner | Jun 2023 | Affiliated with a >5% Astria holder (Fairmount Healthcare Fund II LP) |
Board Governance
- Class III director; term expires at the 2027 annual meeting .
- Science and Technology Committee: member and Chair (served as chair in 2024); committee met 4 times in 2024 .
- Independence: Board determined all directors other than the CEO (Dr. Milne) are independent under Nasdaq rules; Violin is independent .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting in person .
- Board leadership: roles of Chair and CEO are separated (Chair: Kenneth Bate); the Board states this enhances oversight and independence from management .
Fixed Compensation
| Component | Amount/Terms | 2024 Actual (Violin) |
|---|---|---|
| Board cash retainer (member) | $40,000 annual | Included in fees earned |
| Science & Technology Committee (member) | $7,500 annual | Included in fees earned |
| Science & Technology Committee (chair) | $15,000 annual | Included in fees earned |
| Total cash fees earned (2024) | — | $55,000 |
Notes: Astria does not disclose per-meeting fees; director cash compensation is primarily retainer- and chair-based .
Performance Compensation
| Component | Grant Mechanics | 2024 Value (Violin) | Vesting |
|---|---|---|---|
| Annual non-employee director stock options | Standard program; annual grant increased to 26,550 shares for continuing directors; initial appointment grant increased to 53,100 shares | $86,980 (grant-date fair value, ASC 718) | Annual grant vests in full after 1 year; initial grant vests in equal annual tranches over 3 years |
| Outstanding director options (Violin) | Total options outstanding | 53,199 shares | 39,099 vested as of 12/31/2024; 14,100 scheduled to vest on 6/5/2025 |
No director performance metrics (e.g., TSR, revenue, ESG targets) are disclosed for director equity awards; options are time-based under the non-employee director program .
Other Directorships & Interlocks
| Entity | Relationship to Violin/Board | Ownership/Role | Governance Implication |
|---|---|---|---|
| Fairmount Funds (Fairmount Healthcare Fund II LP) | Violin is Venture Partner at Fairmount Funds | Beneficial owner of 3,554,129 shares (6.3%); warrants subject to 9.99% cap | Potential influence network; monitor recusal on related matters and financing participation |
| Perceptive Advisors | Fellow director Fred Callori is Partner & Managing Director | Affiliates own 6,485,420 shares (11.6%) | Board interlock via fund-affiliated director; consider independence safeguards |
| RA Capital | Large holder; no direct Violin affiliation disclosed | 5,105,213 shares (9.0%) | Shareholder influence context |
Expertise & Qualifications
- Deep clinical and scientific experience in novel therapeutics discovery and development; executive leadership in biotech (Viridian CEO/COO; founder roles) .
- Advanced academic credentials (Ph.D. pharmacology, MBA Health Sector Management) supporting R&D oversight and strategic evaluation .
- Founder/operator experience (Quellis) aligns with Astria’s pipeline governance needs .
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership | 316,520 shares (includes 263,321 held indirectly and 53,199 options exercisable within 60 days after 4/14/2025) |
| Ownership % of shares outstanding | Less than 1% (based on 56,434,219 shares outstanding as of 4/14/2025) |
| Options (exercisable vs. unexercisable) | 39,099 vested as of 12/31/2024; 14,100 vest on 6/5/2025 |
| Pledging/Hedging | Company insider trading policy prohibits short sales; derivatives unless audit committee approved; prohibits margin accounts and pledging unless audit committee approves (policy applies to covered persons including directors) |
Governance Assessment
- Strengths: Independent director with high attendance; chairs the Science & Technology Committee, which met 4 times in 2024; strong drug development and operating expertise; Board’s separated Chair/CEO structure supports oversight .
- Alignment: Director compensation is a mix of cash retainers and time-based stock options; consistent annual grant program with one-year vest for continuing directors helps maintain equity alignment, without disclosed discretionary performance metrics that could distort incentives .
- Potential conflicts/RED FLAGS to monitor: Violin’s Venture Partner role at Fairmount Funds, a >5% holder that has participated in company financings, presents a potential related-party influence risk; ensure robust independence evaluations and recusals where appropriate .
- Dilution sensitivity: Board increased director option grant sizes (26,550 annual; 53,100 initial); broader equity plan increase proposals highlight cumulative dilution considerations for investors (2015 Plan Increase context and potential dilution table) .
- Independence & oversight: The Board affirms all non-employee directors (including Violin) are independent under Nasdaq rules; continued vigilance warranted given multiple fund-affiliated large holders represented on/connected to the Board .