Edward Carr
About Edward Carr
Edward Carr is Chief Accounting Officer (CAO) of Dianthus Therapeutics (DNTH), serving since April 2022 (Former Dianthus) and continuing post-merge; he was 55 as of April 10, 2025, and is a CPA with Big Four training and extensive public-company finance leadership experience . His education includes a Master of Professional Accountancy and a BBA from West Virginia University . Company pay-versus-performance disclosure shows cumulative total shareholder return (TSR) since December 31, 2021 remained below par during 2022–2024, providing context for incentive alignment and retention considerations during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dianthus Therapeutics / Former Dianthus | Chief Accounting Officer | Apr 2022 – Present | Built/led accounting and reporting through reverse merger; public-company reporting and controls . |
| Abeona Therapeutics (Nasdaq: ABEO) | Chief Financial Officer; previously Chief Accounting Officer | CFO: Aug 2021 – Mar 2022; CAO: Nov 2018 – Aug 2021 | Public biotech finance leadership and SEC reporting during clinical-stage operations . |
| Coty Inc. (NYSE: COTY) | Assistant Controller | Oct 2017 – Nov 2018 | Large-cap public-company controllership and reporting . |
| Foster Wheeler AG (Nasdaq: FWLT) | Chief Accounting Officer | Apr 2007 – Mar 2017 | Led accounting at multi-billion-dollar public engineering/construction company . |
| Ernst & Young LLP | Auditor (early career) | N/A | Big Four foundation; audit/accounting expertise . |
External Roles
- No public company board roles for Carr are disclosed in the proxy materials .
Fixed Compensation
- Not disclosed for Carr in DNTH’s NEO tables (he is not a 2024 Named Executive Officer). DNTH’s NEO base salary levels and cash incentive structure are disclosed for CEO/CFO/CMO but not for the CAO; therefore, Carr’s base salary, target bonus %, and bonus paid are not provided in the 2024/2025 proxy statements .
Performance Compensation
- Not disclosed for Carr (no individual equity grant or PSU/RSU detail provided for the CAO). Company-wide practices noted below for context:
- Annual equity grants in Q1; stock options generally vest in equal monthly installments over four years (examples shown for NEOs) .
- Supplemental option grants in May 2024 to offset dilution from the January 2024 $230M financing; options vest monthly to May 1, 2028 (NEO examples) .
- 2024 corporate cash bonus goals tied to advancing DNTH103 Phase 2s, device development/data expansion, progress on a second clinical-stage program, and organizational/funding milestones; paid at 100% of target (NEOs) .
Equity Ownership & Alignment
- Beneficial ownership for Carr is not itemized in the 2025 beneficial owner table (table lists NEOs and directors; CAO not separately listed), so direct/indirect share counts, vested/unvested breakdown, and pledged shares for Carr are not disclosed –.
- Alignment/controls (company-wide policies):
- Clawback policy compliant with Nasdaq Rule 5608/SEC Rule 10D-1 for recovery of excess incentive-based pay upon restatements (applies to covered executives) .
- Strict insider-trading policy prohibits short-term trading, short sales, derivatives/hedging; directors and executive officers are expressly prohibited from pledging company securities .
- Equity grant timing: annual grants in Q1; new-hire grants typically on first business day of month following start; options priced at closing market price on grant date .
Employment Terms
| Term | Detail |
|---|---|
| Role/appointment | Chief Accounting Officer; appointed at Former Dianthus in Apr 2022; continued post-merger at DNTH . |
| Change-in-control (CIC) severance | If terminated without cause or resigns for good reason within 12 months after a Sale Event (as defined), eligible for: (i) cash severance equal to 1.0x the sum of base salary + target annual bonus; (ii) partial reimbursement of COBRA premiums for 12 months; (iii) full acceleration of all outstanding equity/equity-based awards; includes “best after-tax” 280G cutback (no gross-up) . |
| Prior severance letter | Severance letter dated April 3, 2023 was terminated; CIC benefits governed by offer letter amendment effective Sept 11, 2023 . |
| Non-compete/solicit | Executive employment agreements at DNTH include standard confidentiality, IP assignment, and post-termination noncompetition and non-solicitation covenants (not Carr-specific terms/durations) . |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 initial investment based on TSR | $8.92 | $14.67 | $30.76 |
- DNTH’s pay-versus-performance disclosures indicate negative TSR since 12/31/2021 baseline through 2024; DNTH also reported net losses in 2022–2024, which the company notes are not used as compensation performance metrics (focus is on operational milestones and pipeline progress) .
Compensation Structure Analysis
- No Carr-specific data is disclosed to assess shifts in his cash/equity mix. Company-level features relevant to incentives and potential selling pressure:
- Extensive reliance on stock options with four-year, monthly vesting aligns value to share price appreciation over time; supplemental 2024 grants to address dilution highlight retention focus in a pivotal development period .
- Anti-pledging/hedging policy reduces misalignment and limits leverage-driven selling pressure risks for executives .
- Clawback readiness under Rule 10D-1 is in force, enhancing pay-for-performance accountability .
Say-on-Pay & Shareholder Feedback (Context)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 22,132,031 | 3,684,797 | 9,129 | 1,996,674 |
- Shareholders supported the executive compensation program in 2025 (context for overall pay design that also governs non-NEO officer frameworks) .
Investment Implications
- Retention and M&A optionality: Carr’s CIC economics (1.0x salary+target bonus, 12 months COBRA, full equity acceleration; no tax gross-up) are standard and could modestly reduce departure friction in a sale, aligning finance leadership stability through a transaction while limiting shareholder-unfriendly features .
- Alignment and governance: Prohibitions on pledging/hedging and a 10D-1 clawback strengthen alignment and reduce downside governance risk; absence of disclosed individual ownership for Carr leaves “skin-in-the-game” opacity—worth monitoring via future proxies/Form 4s for additional alignment signals –.
- Execution risk: Carr brings deep public-company controllership and SEC reporting experience (Foster Wheeler, Coty, Abeona), which supports DNTH’s audit readiness, clinical-stage financing cadence, and internal control environment—key for catalysts and capital markets access in a negative-TSR backdrop .