Marino Garcia
About Marino Garcia
- President & CEO of Dianthus Therapeutics; director since 2021; CEO since November 2021; age 58 .
- Background: SVP, Corporate & Business Development at Zealand Pharma (Oct 2018–Oct 2021); EVP & Chief Strategy Officer at Synergy Pharmaceuticals (2014–2018); Head of Business Development at Aptalis Pharma (acquired by Forest Labs in 2014); VP US Commercial Ops & Global New Product Development at Aspreva (acquired by Vifor in 2007); earlier roles at Merck, Pfizer, Eli Lilly; MBA (Ivey), B.Comm (Concordia) .
- Company TSR and profitability context: cumulative value of $100 investment was $30.76 in 2024; company reported 2024 net loss of $(84,969) thousand .
- Strategic execution under his tenure: DNTH103 program enrolling in three mid/late-stage trials (gMG Phase 2 topline 2H25; CIDP Phase 3 interim responder analysis 2H26; MMN Phase 2 topline 2H26) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Zealand Pharma A/S | SVP, Corporate & Business Development | 2018–2021 | Led BD at biotech; executive leadership pre-DNTH |
| Synergy Pharmaceuticals | EVP, Chief Strategy Officer | 2014–2018 | Corporate strategy at GI-focused biotech |
| Aptalis Pharma | Head of Business Development | To acquisition in 2014 | Led BD through sale to Forest (now Allergan/AbbVie) |
| Aspreva Pharmaceuticals | VP US Commercial Ops & Global NPD | To acquisition in 2007 | Commercial and pipeline leadership; company acquired by Vifor |
| Merck; Pfizer; Eli Lilly | Various commercial/strategic roles | Earlier career | Large-cap biopharma commercial foundation |
External Roles
- No current public company directorships disclosed for Garcia in the 2025 proxy; service noted only as DNTH director .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 174,863 | 600,000 |
| Target Bonus (% of salary) | 50% | 55% |
| Actual Annual Cash Incentive ($) | 321,159 | 330,000 (100% of target) |
| Total Compensation ($) | 496,022 | 8,843,300 |
Notes: 2024 base increased ~4% YoY per compensation policy; target bonus increased to 55% .
Performance Compensation
- Annual incentive design (2024): corporate goals tied to DNTH103 advancement into three Phase 2 programs (gMG, MMN, CIDP), device development/data expansion, progress toward second clinical-stage program, and organization/funding milestones; payout approved at 100% of target .
| Component | Metric(s) | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| 2024 Annual Cash Incentive | Program advancement and org/financing objectives (corporate goals) | 55% of salary | 100% of target; $330,000 | Paid Feb 2025 |
Equity awards (2024 structure and grants):
- Annual grant (Jan 24, 2024): 275,000 stock options; vest monthly through Jan 1, 2028; exercise price $17.88 .
- Supplemental grant (May 23, 2024): 243,000 stock options; vest monthly through May 1, 2028; exercise price $21.77; rationale: $230M financing materially diluted outstanding equity; supplemental awards to align retention/competitiveness .
- Option grant timing near MNPI disclosure (5/23/24): 243,000 options @ $21.77; grant-date fair value $4,088,257; stock fell (1.7)% around MNPI window .
| Grant | Grant date | Options (#) | Exercise price ($/sh) | Vesting | Rationale |
|---|---|---|---|---|---|
| Annual | Jan 24, 2024 | 275,000 | 17.88 | Monthly to 1/1/2028 | Annual equity program |
| Supplemental | May 23, 2024 | 243,000 | 21.77 | Monthly to 5/1/2028 | Address dilution post $230M financing |
Clawback policy: Rule 10D-1-compliant recoupment for restatements covering 3 prior fiscal years; applies to NEOs .
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 615,229 shares beneficially owned (consists of options exercisable within 60 days); 1.88% of outstanding shares .
- Hedging/pledging: Insider policy prohibits short-term trading, hedging, short sales, and expressly prohibits directors/executive officers from pledging company securities .
Outstanding equity at 12/31/2024:
| Award | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Option (11/3/2031) | 140,802 | 41,857 | 6.70 | 11/3/2031 | Monthly to 11/30/2025 |
| Option (6/6/2032) | 251,301 | 74,703 | 8.44 | 6/6/2032 | Monthly to 11/30/2025 |
| Option (1/23/2034) | 63,019 | 211,981 | 17.88 | 1/23/2034 | Monthly to 1/1/2028 |
| Option (5/22/2034) | 35,434 | 207,566 | 21.77 | 5/22/2034 | Monthly to 5/1/2028 |
Director/NEO ownership guidelines: not disclosed in proxy; director stock grants and cash retainers disclosed (see Director Compensation) .
Employment Terms
| Term | Without Cause / Good Reason | Change-in-Control (within 12 months; double-trigger) |
|---|---|---|
| Cash severance | 12 months base salary (CEO) | 1.5x (base + target bonus) |
| COBRA | 12 months (partial reimbursement) | 18 months (partial reimbursement) |
| Equity acceleration | Not specified | Full acceleration of all outstanding equity awards |
| Restrictive covenants | Confidentiality, IP assignment, non-compete, non-solicit in employment agreements |
Board Governance
- Board class/tenure: Class I director; re-elected May 22, 2025 to serve until 2028 annual meeting .
- Independence: Board determined all directors other than Mr. Garcia are independent under Nasdaq rules; Garcia is non-independent as an executive .
- Board leadership: Independent Chair (Alison F. Lawton); separate Chair/CEO roles; structure intended to enhance oversight .
- Committees: Audit (Lawton, McGeorge [Chair], Soteropoulos); Compensation (Kango, Moulder, Soteropoulos [Chair]); Nominating & Governance (Lawton [Chair], McGeorge, Moulder); Science & Technology (Romano [Chair], Violin) .
- Board meetings and attendance: Board met 7 times in 2024; each director attended ≥75% of meetings/committees served; non-employee directors met in executive session at each regular meeting .
Director Compensation
- Garcia receives no additional compensation for board service (compensated as employee/CEO) .
- 2024 non-employee director program: cash retainers $40,000 (director)/$70,000 (chair); committee retainers (Audit: $7,500/$15,000; Compensation: $5,000/$10,000; Science & Technology: $5,000/$10,000; Nominating & Governance: $4,000/$8,000); annual option grant of 11,000 options (one-year cliff); initial option grant of 22,000 options for new directors (three annual installments) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results (May 22, 2025):
- Director election: Garcia received 23,703,737 For / 2,122,220 Withheld; Soteropoulos 22,695,868 For / 3,130,089 Withheld .
- Advisory vote on NEO pay: 22,132,031 For / 3,684,797 Against / 9,129 Abstain .
Compensation Committee & Peer Process
- Compensation Committee members (independent): Kango, Moulder, Soteropoulos (Chair) .
- Independent consultant: Alpine Rewards retained in 2024 for structure, benchmarking, peer review, equity share usage; committee assessed independence and found no conflicts .
Compensation Structure Analysis
- Mix shift and at-risk pay: 2024 base salary raised to $600k (from $575k in 2023), target bonus increased to 55% (from 50% in 2023), with payout at 100% of target aligned to program/organizational milestones .
- Significant equity emphasis via options (not RSUs/PSUs): 518,000 options in 2024 (annual + supplemental) vesting monthly through 2028; supplemental grant addressed dilution from $230M financing to maintain retention/competitiveness .
- Clawback and anti-hedging/pledging policies in place, reinforcing alignment and risk controls .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for directors and executive officers (reduces misalignment/forced selling risk) .
- Rule 10D-1 clawback policy adopted (recoupment on restatement) .
- Related-party and cross-holding context disclosed (e.g., investor affiliations with Zenas/Tenacia transactions), overseen under related-party policy; not specific to Garcia .
Performance & Track Record (context for pay-for-performance)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR: value of initial $100 | 8.92 | 14.67 | 30.76 |
| Net income (loss), $000s | (28,476) | (43,545) | (84,969) |
| Program milestones | — | Reverse merger completed (Q3’23 context) | DNTH103 enrolling in gMG (Phase 2), CIDP (Phase 3), MMN (Phase 2) with catalysts in 2H25/2H26 |
Investment Implications
- Alignment and incentives: Garcia’s package is heavily equity-linked via multi-year options, with change-in-control double-trigger acceleration and a heightened 55% cash bonus target tied to pipeline and organizational milestones—supportive of execution focus but with potential dilution from large supplemental grants .
- Vesting and potential selling pressure: Monthly vesting across large 2024 option grants through 2028 creates regular potential supply; hedging/pledging bans and clawback mitigate some alignment risks; monitoring Form 4s and 10b5-1 plans is prudent as grants approach in-the-money status over time .
- Governance checks on dual role: Garcia serves as CEO and director but not chair; independent chair structure, fully independent committees, and executive sessions provide counterbalance; he receives no director fees, avoiding dual-pay issues .
- Shareholder support: 2025 say-on-pay passed with strong support (22.1M For vs 3.7M Against), and Garcia was re-elected with a clear margin, indicating current shareholder endorsement of compensation design and leadership .