Adam Veness
About Adam Veness
Adam M. Veness, Esq. is Senior Vice President, General Counsel and Secretary of Dianthus Therapeutics (DNTH), a role he has held since June 2023; he is 39 years old as of April 10, 2025 and has served as an executive officer since 2023 . He previously served as General Counsel and Secretary at Cyteir Therapeutics (April 2022–June 2023) and at Acceleron Pharma (2019–November 2021), after holding increasing-responsibility legal roles at Acceleron from 2014–2019; earlier he was a corporate and securities attorney at Mintz Levin . Veness holds a B.A. in Political Science and Philosophy from Tulane University and a J.D. from Boston University School of Law . Company performance context during his tenure: cumulative TSR (based on a $100 initial investment at 12/31/2021) was $14.67 in 2023 and improved to $30.76 in 2024, with net losses of $43.5 million and $85.0 million respectively; DNTH recognized related-party license revenue of $2.8 million in 2023 and $5.9 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyteir Therapeutics (Nasdaq: CYT) | General Counsel & Secretary | Apr 2022 – Jun 2023 | Led legal and corporate governance at a clinical-stage oncology company |
| Acceleron Pharma (acquired by Merck) | General Counsel & Secretary; prior legal roles | GC: 2019 – Nov 2021; roles: 2014 – 2019 | Executive Committee member; led global legal and compliance incl. capital markets, SEC reporting, IP, employment, data privacy |
| Mintz Levin (law firm) | Corporate & Securities Attorney | Prior to 2014 | Advised public/private biopharma, tech, healthcare companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external board or public director roles disclosed for Veness |
Fixed Compensation
- Not disclosed for Veness in DNTH’s proxy or registration statements; he is not listed as a Named Executive Officer (NEO) in the company’s executive compensation tables .
- Company framework: base salaries for NEOs are reviewed annually, targeted around market 50th percentile; in 2024 CEO/CFO/CMO base salaries were $600,000, $464,000, and $482,000 respectively (context only) .
Performance Compensation
- Veness-specific annual cash incentive metrics and payouts are not disclosed. DNTH’s program for NEOs uses corporate goals tied to advancing DNTH103 into Phase 2 programs, device/data differentiation, pipeline progress, and organization/funding; 2024 payouts were at 100% of target, and 2023 payouts at 115% (context) .
| Fiscal Year | Program Metrics (Examples) | Target Bonus Basis | Actual Payout |
|---|---|---|---|
| 2024 | Advance DNTH103 into three Phase 2 programs; device/data differentiation; second clinical-stage program; build high-performing org with funding | % of base salary (company policy) | 100% of target |
| 2023 | Phase 2 readiness for DNTH103; strengthen data/indications; build pipeline beyond DNTH103; build optimal high-performance org | % of base salary (company policy) | 115% of target |
Equity Ownership & Alignment
- Initial beneficial ownership (Form 3): Veness reported an option to purchase 88,240 DNTH shares at $18.16 per share, expiring June 28, 2033; 25% vested on June 20, 2024, with the remaining 75% vesting in equal monthly installments over the following three years, subject to continued service .
- Insider trading policy prohibits short-term trading, short sales, derivative transactions, hedging, and pledging by directors and executive officers (aligns with shareholder interests) .
- Company maintains a Rule 10D-1-compliant clawback policy to recoup excess incentive-based compensation after any required accounting restatement .
- No subsequent Form 4 transactions for Veness were located in DNTH filings; our search surfaced his Form 3 and multiple 8-K signatures in his capacity as SVP, GC & Secretary .
| Instrument | Shares | Exercise/Strike | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Option (Right to Buy) | 88,240 | $18.16 | 25% on 6/20/2024; remaining 75% vests monthly over 3 years (subject to continued service) | 06/28/2033 | Reported on Form 3 (initial ownership) |
Employment Terms
- Veness’s employment agreement, severance, change-in-control, non-compete, and bonus targets are not disclosed in DNTH’s proxy or registration statements .
- Company-level governance protections applicable to executives include the Rule 10D-1 clawback policy and insider trading and pledging/hedging prohibitions .
Performance & Track Record Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR value of $100 initial investment (as of year-end) | $8.92 | $14.67 | $30.76 |
| Net Income/(Loss) ($USD Thousands) | $(28,476) | $(43,545) | $(84,969) |
| Year | License Revenue ($USD Millions) |
|---|---|
| 2023 | $2.8 |
| 2024 | $5.9 |
- Veness’s legal and governance remit includes SEC reporting, corporate governance, contracts, IP, employment, and data privacy, informed by prior roles at Acceleron and Cyteir .
- DNTH’s equity grant practices avoid timing awards around MNPI and set option exercise prices at the closing market price on grant date, supporting governance alignment .
Board Governance (context)
- Veness is not a director; DNTH’s Board and committees (Audit, Compensation, Nominating & Corporate Governance, Science & Technology) operate under Nasdaq independence standards with documented charters and committee activity .
Investment Implications
- Alignment: Veness’s comp is equity-oriented via options with multi-year monthly vesting, promoting retention and long-term alignment; DNTH’s prohibitions on pledging/hedging and its clawback policy reduce misalignment and governance risk .
- Supply dynamics: The structured monthly vesting from mid-2024 through mid-2027 could introduce steady potential insider selling capacity, though no Form 4 transactions were found; monitoring future filings for sales or additional grants is warranted .
- Retention risk: Specific severance/change-in-control terms for Veness are not disclosed; absence of public terms limits visibility into retention economics, so watch for any 8-K Item 5.02 filings that detail executive arrangements .
- Company execution context: TSR improvement alongside continued net losses and modest license revenue reflects typical clinical-stage biotech dynamics; governance structures and disciplined equity grant practices support management confidence signaling .