Paula Soteropoulos
About Paula Soteropoulos
Independent director of Dianthus Therapeutics (DNTH) since 2022 (includes service on Former Dianthus’ board pre-merger); age 57 as of April 10, 2025. Former CEO of Akcea Therapeutics, senior executive at Moderna and Genzyme; currently Chairman of Ensoma, Venture Partner at 5AM Ventures, and director at Rallybio; served on the board of uniQure until June 2024. Education: BS and MS in chemical/biochemical engineering (Tufts), executive management certificate (UVA Darden).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akcea Therapeutics (Nasdaq: AKCA) | President & CEO | Jan 2015–Sep 2019 | Led drug development and commercialization strategy |
| Moderna | SVP & GM, Cardiometabolic Business and Strategic Alliances | Jul 2013–Dec 2014 | Built cardiometabolic portfolio and alliances |
| Genzyme | Vice President & GM, Cardiovascular, Rare Diseases | 1992–2013 | 21 years across operating roles in rare diseases |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ensoma (private) | Chairman; Interim CEO | Chairman since Mar 2020; Interim CEO Jan–May 2024 | Founding Executive Chairman |
| Rallybio (Nasdaq: RLYB) | Director | Since Nov 2020 | Public company directorship |
| uniQure (Nasdaq: QURE) | Director | Jul 2013–Jun 2024 | Public company directorship |
| 5AM Ventures | Venture Partner | Since Jan 2023 | Investor with historical DNTH financings (see Interlocks) |
Board Governance
- Board class: Class I; re-elected May 22, 2025 to serve until 2028 annual meeting. Votes: For 22,695,868; Withheld 3,130,089; Broker non-votes 1,996,674.
- Independence: Board determined all directors except CEO are independent under Nasdaq rules; Soteropoulos meets independence.
- Committees: Audit Committee member (Audit Committee Financial Expert); Compensation Committee Chair. Audit met 5 times; Compensation met 6 times in 2024.
- Audit Committee report signatories include Soteropoulos; committee oversees related‑party transactions and risk.
- Board & committee attendance: Board held 7 meetings in 2024; all directors attended ≥75% of Board/committee meetings; non‑employee directors met in executive session at each regular Board meeting.
- Board leadership: Independent Chair (Alison Lawton); regular executive sessions; defined lead independent director role if chair becomes non‑independent.
- Say‑on‑Pay 2025: Approved. For 22,132,031; Against 3,684,797; Abstain 9,129; Broker non‑votes 1,996,674.
- Policies: Rule 10D‑1 Clawback adopted; insider trading policy prohibits pledging, short sales, derivatives, hedging by directors/executives.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $40,000 | 2024 non‑employee director program |
| Annual Board retainer (Chair) | $70,000 | If serving as Board Chair |
| Audit Committee (member/chair) | $7,500 / $15,000 | Annual cash retainer |
| Compensation Committee (member/chair) | $5,000 / $10,000 | Annual cash retainer |
| Science & Technology Committee (member/chair) | $5,000 / $10,000 | Annual cash retainer |
| Nominating & Corporate Governance (member/chair) | $4,000 / $8,000 | Annual cash retainer |
| Annual equity grant | 11,000 stock options | One‑year cliff vesting (earlier of next AGM or 1‑year anniversary) |
| Initial equity grant (new directors) | 22,000 stock options | Vests 1/3 on each of first three anniversaries |
| 2024 Director Compensation (Paula Soteropoulos) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 57,500 |
| Option Awards (grant-date fair value) | 182,408 |
| Total | 239,908 |
Performance Compensation
| Performance-based elements tied to director pay | Details |
|---|---|
| None disclosed | Director equity awards are time‑based stock options (annual and initial grants); no PSUs/TSR/metric‑linked awards disclosed for directors. |
Other Directorships & Interlocks
- 5AM Ventures affiliation: Soteropoulos is a Venture Partner at 5AM Ventures; 5AM entities invested in Former Dianthus’ 2022 Series A and 2023 pre‑closing financing. Audit Committee oversees related‑party transactions; Board affirms independence.
- Major shareholders in 2025 include FMR, Avidity, Fairmount, RA Capital, Bain/BCLS, Deep Track, Octagon, Venrock, BlackRock. Monitoring interlocks with investor representatives is prudent; Audit Committee pre‑approves related person transactions.
Expertise & Qualifications
- Domain: drug development, global commercialization, manufacturing (biopharma); governance experience across public and private boards.
- Financial oversight: Audit Committee Financial Expert designation (Item 407(d)(5)(ii)); service on Audit Committee.
- Education: BS/MS chemical/biochemical engineering (Tufts), executive management certificate (UVA Darden).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Mar 31, 2025) | 39,098 options exercisable within 60 days; <1% of shares | As reported in Security Ownership table |
| Outstanding director options (Dec 31, 2024) | 46,292 options | Outstanding options held by Soteropoulos |
| Pledging/Hedging | Prohibited for directors/executives | Insider trading policy bans pledging, hedging, short sales, derivatives |
| Stock ownership guidelines | Not disclosed | No director guideline disclosure found in proxy |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair and Audit Committee Financial Expert; strong engagement (re‑elected 2025; committee activity); robust policies (clawback; anti‑hedging/pledging).
- Alignment: Director pay mixes modest cash with option equity; annual option grant structure aligns with shareholder value creation through equity appreciation.
- Shareholder sentiment: Solid say‑on‑pay support in 2025; re‑election with substantial for votes reinforces confidence.
- Potential conflicts: 5AM Ventures interlock via her Venture Partner role and 5AM’s historical investments; mitigants include Audit Committee’s related‑party transaction oversight and Board independence determinations. Monitor future transactions for recusal/arm’s‑length terms.
- Attendance/engagement: Board met 7 times in 2024; directors attended ≥75% and held executive sessions at each regular meeting, supporting board effectiveness.