Alison Lawton
About Alison F. Lawton
Independent Chair of the Board at Dianthus Therapeutics (DNTH); director since 2020 with Class III term expiring at the 2027 annual meeting. Age 63 as of April 10, 2025; independent under Nasdaq rules. She chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee; previously chaired Magenta Therapeutics’ board before the reverse merger and became DNTH’s independent chair in July 2024. B.Sc. in Pharmacology from King’s College, University of London; 30+ years biopharma operating experience (Genzyme/Sanofi, Kaleido, Aura, OvaScience) and prior FDA advisory and RAPS chair roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaleido Biosciences (KLDO) | President & CEO; earlier President & COO | Aug 2018–Jun 2020; Dec 2017–Aug 2018 | Led operating/strategic execution at public biotech |
| Aura Biosciences | Chief Operating Officer | Jan 2015–Dec 2017; consultant Mar–Dec 2014 | Built oncology operations |
| OvaScience | Chief Operating Officer | Jan 2013–Jan 2014 | Life sciences operating leadership |
| Genzyme Biosurgery (Genzyme/Sanofi) | SVP & General Manager; prior SVP Market Access | 20+ years through Sanofi acquisition in 2011 | Senior commercial/market access leadership |
| FDA Cell & Gene Therapy Advisory Committee | Industry representative (two terms) | Prior years (dates not specified) | Regulatory advisory; two terms |
| Regulatory Affairs Professional Society (RAPS) | Chairman of the Board | Prior years (dates not specified) | Professional standards leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProQR Therapeutics N.V. (PRQR) | Director | Since Sep 2014 | Current public company directorship |
| X4 Pharmaceuticals (XFOR) | Director | Since Oct 2020 | Current public company directorship |
| BlueRock Therapeutics LP (private) | Director | Current | Private company board |
| Spyre Therapeutics (SYRE) | Director | Dec 2020–Jan 2024 | Past public board |
| Verastem (VSTM) | Director | Nov 2012–May 2020 | Past public board |
| CoLucid Pharmaceuticals (CLCD) | Director | Mar 2016–Mar 2017 | Past public board; acquired by Eli Lilly |
| Cubist Pharmaceuticals (CBST) | Director | Feb 2012–Dec 2014 | Past public board; acquired by Merck |
Board Governance
- Independent Chair since July 2024; DNTH separates Chair and CEO roles to enhance oversight .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended ≥75% of Board/committee meetings; non‑employee directors met in executive session at each regular meeting. Five of seven directors attended the 2024 annual meeting .
- Committee activity: Audit met 5 times; Compensation met 6; Nominating & Corporate Governance met 3; Science & Technology met 4 in 2024 .
- Policies: Insider trading policy prohibits short‑term trading, hedging, and pledging by directors; Rule 10D‑1 clawback policy applies to incentive‑based executive compensation; Code of Conduct governs conflicts and ethics .
Fixed Compensation (Director)
| Year | Cash Retainer (Chair) | Cash Fees (Total) | Equity Grant (Type) | Equity Grant Size | Grant Date | Vesting | Option Award Fair Value |
|---|---|---|---|---|---|---|---|
| 2024 | $70,000 (Chair program) | $70,500 (Lawton) | Stock Options | 11,000 (standard annual grant) | May 23, 2024 | One‑year cliff: earlier of 2025 AGM or May 23, 2025 | $182,408 (Lawton) |
| Program Details (2024) | — | Audit member $7,500; Audit chair $15,000; Compensation member $5,000; chair $10,000; Science & Tech member $5,000; chair $10,000; Nominating & Gov member $4,000; chair $8,000 | Stock Options (initial grant for new directors) | 22,000 (new director initial grant) | As applicable | 3‑year equal annual installments (initial grant) | — |
Notes: DNTH director program aligns interests via equity options; Chair cash retainer of $70,000 applies when serving as board chair (Lawton became Chair in July 2024) .
Performance Compensation (Director)
| Component | Disclosure | Metrics/Conditions |
|---|---|---|
| Performance‑linked pay for directors | Not applicable; director compensation comprised of cash retainers and stock options with time‑based vesting | No director performance metrics disclosed (operational metrics are used for executive annual incentives) . |
Other Directorships & Interlocks
- Current public boards: ProQR (PRQR), X4 (XFOR); private: BlueRock. Past public boards include Spyre (SYRE), Verastem (VSTM), CoLucid (CLCD), Cubist (CBST) .
- DNTH related‑party context: Zenas/Tenacia license arrangements involve other DNTH stakeholders (Tellus BioVentures/Bain Capital). Audit Committee oversees related‑party reviews per policy; no Lawton‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Operating executive across biotech commercialization, market access, and R&D program execution (Genzyme/Sanofi; Kaleido; Aura; OvaScience) .
- Regulatory leadership (FDA advisory committee; Chair of RAPS) .
- Governance experience as chair and director across multiple public biotechs; current independent Chair at DNTH .
Equity Ownership
| Holder | Beneficial Ownership (Mar 31, 2025) | % Outstanding | Composition |
|---|---|---|---|
| Alison F. Lawton | 25,426 options exercisable within 60 days | <1% | Director stock options only (no common shares disclosed as beneficially owned) |
- Company policy prohibits pledging and hedging of DNTH stock by directors and executive officers .
- Ownership guidelines for directors not disclosed in proxy; beneficial ownership table confirms positions as of Mar 31, 2025 .
Governance Assessment
- Board effectiveness: Lawton’s elevation to independent Chair and leadership of Nominating & Governance strengthens oversight and succession planning; participation on Audit provides financial oversight continuity .
- Alignment: 2024 director pay is equity‑heavy ($182,408 options vs $70,500 cash for Lawton), supporting shareholder alignment through at‑risk compensation with time‑based vesting .
- Independence/attendance: Independent under Nasdaq rules; Board and committees met regularly with ≥75% attendance and executive sessions at each regular meeting—positive engagement signal .
- Conflicts: No Lawton‑specific related‑party transactions disclosed; DNTH has notable related‑party ties through other directors/investors (Tellus/Bain) in licensing, with Audit Committee oversight and a formal related‑party review policy—monitoring is warranted but not directly attributable to Lawton .
- Policies: Robust insider trading (no hedging/pledging), clawback for executive incentive compensation, and Code of Conduct mitigate governance risk .
RED FLAGS to monitor: broader board/investor interlocks around Zenas/Tenacia (managed via Audit policy) ; continued assessment of director equity overhang and dilution trends (program expanded in 2024/2025) .