Diego Miralles
About Diego Miralles
Diego Miralles, M.D. (age 62) joined Contineum Therapeutics’ Board on March 14, 2025 as a Class II director; the Board determined he is not independent due to prior paid advisory work for the company . He is CEO of AZURNA Therapeutics since January 2024 and previously served as CEO of Laronde (2020–2022) and Vividion (2017–2020); earlier he held senior research and clinical leadership roles at Johnson & Johnson (2007–2016) . He earned his M.D. from the University of Buenos Aires, completed Internal Medicine residency at Mayo Clinic and an Infectious Diseases fellowship at The New York Hospital/Cornell, and was on faculty at Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AZURNA Therapeutics, Inc. | Chief Executive Officer | Jan 2024–present | Leads private pharma development strategy |
| Laronde Inc. | Chief Executive Officer | Dec 2020–Sep 2022 | Early‑stage biotech leadership |
| Vividion Therapeutics, Inc. | Chief Executive Officer | Aug 2017–Sep 2020 | Built platform and executive team |
| Johnson & Johnson | Executive leadership in research/clinical programs | Oct 2007–Mar 2016 | Led various R&D and clinical development programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artiva Biotherapeutics, Inc. (public) | Director; Chair, Clinical Strategy Committee | Director since May 2024; Chair since Jan 2025 | Clinical strategy oversight |
| Rady Children’s Institute for Genomic Medicine | Director | Since 2008 | Pediatric genomics governance |
| ArrePath (private biotech) | Director | Not stated (active as of Mar 2025) | Anti‑infective R&D governance |
| Father Joe’s Village (non‑profit) | Board member | As of Mar 2025 | Community/non‑profit oversight |
| NeuBase Therapeutics, Inc. (public) | Director | Apr 2019–Apr 2021 | Governance at RNA‑focused biotech |
Board Governance
- Independence: The Board determined Dr. Miralles is not independent under Nasdaq rules due to prior advisory compensation from CTNM .
- Committee assignments: Not appointed to any Board committees at the time of his appointment .
- Class and term: Class II director; term expires at the 2026 annual meeting .
- Board attendance (context): The Board met seven times in 2024; all then‑serving directors met the ≥75% attendance threshold. Dr. Miralles joined in 2025, so individual attendance for 2024 is not applicable .
- Executive sessions and committee independence: Independent directors hold regular executive sessions; audit, compensation, and nominating committees consist entirely of independent directors (note: Miralles is not independent and thus not a member) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $40,000 | Applies to non‑employee directors |
| Board Chair | $30,000 | Additional annual retainer |
| Audit Committee Chair | $15,000 | Additional annual retainer |
| Compensation Committee Chair | $10,000 | Additional annual retainer |
| Nominating & Corporate Governance Chair | $8,000 | Additional annual retainer |
| Audit Committee Member | $7,500 | Additional annual retainer |
| Compensation Committee Member | $5,000 | Additional annual retainer |
| Nominating & Corporate Governance Member | $4,000 | Additional annual retainer |
Reimbursement provided for Board/committee meeting expenses .
Performance Compensation
| Equity Award | Grant detail | Shares/Units | Strike price | Vesting | Notes |
|---|---|---|---|---|---|
| Initial non‑employee director option (program) | 0.090% of outstanding Class A (incl. Class B convertible) at grant | %‑based | Not disclosed | 1/3 at 1‑yr anniversary; remainder in 24 equal monthly installments; full vest on change‑in‑control | Subject to director compensation limit |
| Annual non‑employee director option (program) | 0.045% of outstanding Class A at each annual meeting | %‑based | Not disclosed | Vests in full by 1 year or next annual meeting; full vest on change‑in‑control | Subject to director compensation limit |
| Initial grant to Miralles at appointment | Option to purchase 29,500 shares | 29,500 | Not disclosed | Not stated in 8‑K; program vesting applies (see above) | Standard indemnification agreement executed |
| Prior Advisor Agreement equity (pre‑Board) | Option to purchase 5,000 shares granted Jun 2024 | 5,000 | $17.92 | Vested in equal monthly installments over six months | Advisor Agreement retainer initially $16,000/month, later $10,000/month; terminated Mar 14, 2025 upon Board appointment |
Other Directorships & Interlocks
| Company | Overlap with CTNM | Potential interlock/conflict |
|---|---|---|
| Artiva Biotherapeutics, Inc. (public) | No CTNM transactions disclosed | Monitor if CTNM engages in NK/cell therapy partnerships; no related‑party transactions disclosed beyond Advisor Agreement |
| NeuBase Therapeutics, Inc. (public, former) | None disclosed | Historical only |
| Rady Children’s Institute / Father Joe’s Village / ArrePath (private/non‑profit) | None disclosed | Low conflict risk as disclosed |
Expertise & Qualifications
- Physician‑scientist with infectious diseases training; MD (University of Buenos Aires), Mayo Clinic residency, Cornell fellowship; academic appointment at Duke .
- C‑suite experience as CEO at multiple biotechs (AZURNA, Laronde, Vividion) and extensive big‑pharma R&D leadership at Johnson & Johnson .
- Active governance roles across public and non‑profit boards; clinical strategy leadership at Artiva .
Equity Ownership
| Holder | Shares beneficially owned | % of Class A outstanding | Breakdown/notes |
|---|---|---|---|
| Diego Miralles, M.D. | 5,000 | <1% | Consists of shares subject to options exercisable within 60 days of March 14, 2025 (Advisor grant) ; initial director option of 29,500 shares granted in Mar 2025 likely unvested at measurement date |
CTNM had 19,142,377 Class A shares outstanding as of March 14, 2025 for beneficial ownership calculations .
Governance Assessment
- Independence and committee engagement: Miralles is not independent due to prior paid advisory work (cash retainer and 5,000‑share option), and he was not appointed to Board committees at the time of his election—limiting near‑term direct influence on audit, compensation, and governance oversight .
- Related‑party exposure: The Advisor Agreement (Jun 2024–Mar 14, 2025) included $16,000/month retainer later reduced to $10,000/month and a 5,000‑share option at $17.92; the agreement was terminated upon Board appointment. The Board considered this in its independence determination; no other Item 404(a) related transactions were disclosed for Miralles .
- Director pay and alignment: Compensation structure is standard for IPO‑stage biotech directors (cash retainer plus option grants). His beneficial ownership at the measurement date is modest (5,000 options exercisable), with a larger initial director grant (29,500 options) granted at appointment that vests over time, improving alignment as vesting accrues .
- Attendance and Board quality: 2024 Board attendance exceeded the 75% threshold across sitting directors; independent directors meet in executive session, and all three standing committees are composed solely of independent directors—providing robust independent oversight even though Miralles himself is not independent .
Red flags
- Not independent at appointment due to recent consulting and equity grant; no committee roles initially .
- Prior paid relationship with the company immediately preceding Board service (optics and independence risk) .
Mitigants
- Strong scientific/clinical executive background and current public‑company board experience (Artiva) enhances sector expertise on CTNM’s Board .
- No additional related‑party transactions disclosed; standard indemnification agreements .
- CTNM’s committees remain fully independent, maintaining governance rigor .