Jonathan Violin
About Jonathan Violin
Independent Class II director of Dianthus Therapeutics (DNTH) since July 2019; age 49 as of April 10, 2025. Co‑founder of Dianthus; background spans company formation, R&D leadership, and public company CEO experience. Education: Ph.D. in Pharmacology (UC San Diego), MBA (Duke/Fuqua—Health Sector Management), B.S. in Chemical Pharmacology (Duke). Current external roles include Venture Partner at Fairmount Funds (since June 2023) and President, Interim CEO, and director of Crescent BioPharma (since Oct 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viridian Therapeutics (VRDN) | President, CEO, Director | Jan 2021–Feb 2023 (CEO); President & COO Oct 2020–Jan 2021 | Led operations through acquisition of predecessor; executive leadership at public biotech |
| Quellis Biosciences (acquired by Astria Therapeutics, ATXS) | Co‑Founder | 2018 | Company formation and early-stage leadership |
| Trevena (TRVN) | Co‑Founder; SVP Scientific Affairs & IR Officer (latest role) | 2008–Nov 2018 | Scientific affairs and capital markets interface at public biotech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crescent BioPharma, Inc. | President, Interim CEO, Director | Since Oct 2024 | Active operating role concurrent with DNTH directorship |
| Fairmount Funds Management LLC | Venture Partner | Since Jun 2023 | Fairmount is a >5% DNTH holder; separate from DNTH board; see Related Parties section |
| Astria Therapeutics (ATXS) | Director | Since Jan 2021 | Public company board service |
Board Governance
- Classification and tenure: DNTH board is staggered (Class I/II/III). Violin is a Class II director; term expires at the 2026 annual meeting .
- Independence: Board determined all directors except the CEO (Marino Garcia) are independent under Nasdaq rules; Violin is independent .
- Committees: Member, Science & Technology Committee; Chair of this committee is Steven Romano. Committee met 4 times in 2024 .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings. Non‑employee directors met in executive session at each regular board meeting. Five of seven directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Alison F. Lawton). Lead independent director structure is specified when the Chair is not independent (not applicable currently) .
Fixed Compensation (Director)
| Component | 2024 Policy | Violin 2024 Amount |
|---|---|---|
| Annual cash retainer (Board) | $40,000 | $40,000 (included in total) |
| Committee retainer – Science & Technology (member) | $5,000 (Chair $10,000) | $5,000 (member) |
| Other committee retainers | Audit: $7,500 member/$15,000 chair; Compensation: $5,000 member/$10,000 chair; Nominating & Gov: $4,000 member/$8,000 chair | Not applicable (not listed as member) – |
| Total cash fees | — | $45,000 (Fees Earned or Paid in Cash) |
Performance Compensation (Director)
| Instrument | Grant Date | Quantity | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Non‑employee director stock options (annual) | May 23, 2024 | 11,000 | $182,408 | One‑year cliff on earlier of 2025 annual meeting or first anniversary | None disclosed (time‑based options) |
| Non‑employee director stock options (annual cycle) | May 22, 2025 (Form 4 filed May 22, 2025) | Not disclosed in proxy | — | One‑year cliff on earlier of next annual meeting or first anniversary (per Form 4) | None disclosed (time‑based options) |
- Program design: Annual director equity is 11,000 options (new directors receive 22,000 initial options vesting over 3 years). Annual grants occur at the annual meeting; options are time‑based and not tied to TSR or financial metrics .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Notes |
|---|---|---|---|
| Astria Therapeutics (ATXS) | Public | Director | None disclosed with DNTH customers/suppliers |
| Crescent BioPharma, Inc. | Public (as stated) | President, Interim CEO, Director | Operating role; no DNTH transaction disclosed |
| Fairmount Funds | Investment firm | Venture Partner | Fairmount is a >5% DNTH shareholder and was a related party in certain DNTH‑Zenas/Tenacia transactions via cross‑holdings (see Related Parties). DNTH board maintains a related‑party review policy . |
Expertise & Qualifications
- Core skills: Biotechnology company formation, clinical development oversight, and capital markets; co‑founded multiple biotech companies; served as CEO of a public biotech .
- Education: Ph.D. (UC San Diego, Pharmacology); MBA (Duke/Fuqua, Health Sector Management); B.S. in Chemical Pharmacology (Duke) .
- Board skill alignment: Science and technology oversight—reflected by membership on DNTH’s Science & Technology Committee .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 17,500 shares (via options) | Options exercisable within 60 days; <1% of outstanding shares (footnote 17) |
| Outstanding options (as of Dec 31, 2024) | 17,500 | Director option count at year‑end 2024 |
| Pledged shares | None permitted under policy | DNTH policy prohibits pledging and hedging by directors/officers |
Governance Assessment
-
Positives:
- Independent director with deep biotech operating and R&D experience; sits on S&T Committee aligned with his expertise .
- Strong basic governance hygiene: independent chair; regular executive sessions; at least 75% attendance; anti‑pledging/hedging policy .
- Director pay structure is standard: cash retainer plus time‑based options; 2024 cash ($45k) plus options valued at $182k is within common biotech small/mid‑cap norms; vesting tied to service not discretionary metrics –.
-
Monitoring items / potential conflicts:
- Fairmount Funds is a >5% DNTH shareholder and was party to related‑party contexts via Zenas/Tenacia agreements; Violin is a Venture Partner at Fairmount (since 2023). Board determined director independence overall and maintains a formal related‑party review policy through the Audit Committee; the company states such agreements were negotiated at arm’s length and market‑rate .
- External time commitments: simultaneous operating role (President/Interim CEO) at Crescent BioPharma and board seat at Astria Therapeutics; however, DNTH reports at least 75% attendance for all directors in 2024 .
Insider Filings (Recent)
| Date (Filing) | Security | Quantity | Key Terms |
|---|---|---|---|
| May 28, 2024 (Form 4) | Stock options (director annual grant) | 11,000 | Annual director grant; one‑year cliff at earlier of 2025 annual meeting or first anniversary |
| May 22, 2025 (Form 4) | Stock options (director annual grant) | Not disclosed in proxy | Vest full at earlier of next annual meeting or first anniversary per filing |
Related Parties and Conflicts (Company Context)
- DNTH–Zenas/Tenacia license arrangements are categorized as related‑party transactions due to cross‑holdings/board seats by certain >5% DNTH holders (Fairmount, Tellus BioVentures) and Bain Capital’s ownership of Tenacia (BCLS Funds also >5% DNTH holder). Company states terms are arm’s‑length/market‑rate; Audit Committee oversees related‑party reviews under a written policy. These relationships heighten the need for recusals/oversight when matters overlap .
- Ownership concentration: Multiple >5% holders (e.g., FMR, Avidity, Fairmount, RA Capital, BCLS, Deep Track, Octagon, Venrock, BlackRock) increase potential for investor influence; board independence and committee oversight mitigate governance risk – .
Director Compensation Program Summary (for context)
| Element | Amount | Notes |
|---|---|---|
| Board retainer (member) | $40,000 | Chair: $70,000 |
| Committee retainers (member/chair) | Audit: $7,500/$15,000; Comp: $5,000/$10,000; S&T: $5,000/$10,000; Nominating: $4,000/$8,000 | Violin serves on S&T (member) – |
| Annual equity | 11,000 options (1‑yr cliff) | Initial grant 22,000 options (3‑yr vest) |
DNTH policies: Rule 10D‑1 clawback (executives); anti‑pledging/hedging and derivative/short sales prohibitions for directors/officers .
Citations: –