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Ryan Savitz

Chief Financial Officer, Chief Business Officer and Treasurer at Dianthus Therapeutics, Inc. /DE/
Executive

About Ryan Savitz

Ryan Savitz is Chief Financial Officer and Chief Business Officer of Dianthus Therapeutics, appointed CFO in June 2022 at Former Dianthus, becoming CFO of the combined company at the September 11, 2023 reverse merger, and promoted to CBO on February 7, 2024; he is 36 years old, holds a B.S. in Finance from Penn State, and previously spent 12 years in Citigroup’s Healthcare Investment Banking advising biopharma capital raising and M&A . Company performance context during his tenure shows cumulative TSR rising from $8.92 to $30.76 per $100 initial investment from 2022–2024 and net losses expanding from $28.5M to $85.0M as R&D scaled for DNTH103 Phase 2 programs .

Past Roles

OrganizationRoleYearsStrategic Impact
Citigroup (Healthcare Investment Banking)Managing Director (progressed from Senior Director, VP, SVP, etc.)2010–2022Advised biopharma companies on private/public capital raising, partnerships, and M&A
Dianthus Therapeutics OpCo (Former Dianthus)Chief Financial OfficerJun 2022–Sep 2023Built finance function and supported strategic process leading to reverse merger
Dianthus Therapeutics, Inc. (post-merger)Chief Financial Officer; later also Chief Business OfficerSep 2023–present (CFO); Feb 2024–present (CBO)Oversaw $230M private placement, expanded equity program; supported advancement of DNTH103 into multiple Phase 2s

External Roles

OrganizationRoleYearsStrategic Impact
Not disclosed in company filings

Fixed Compensation

Metric20232024
Base Salary ($)$445,600 as of Dec 31, 2023 $464,000 as of Dec 31, 2024
Target Bonus % of Base40% 40%
Actual Annual Bonus Paid ($)$194,140 (paid for 2023 performance; paid in 2024) $185,600 (paid in Feb 2025 for 2024 performance)
Retirement/401(k)Eligible 401(k); no company match made to date as of 2023 Eligible 401(k); company matched up to 4% in 2024

Performance Compensation

MetricWeightingTargetActualPayoutVesting
2024 Annual Cash Incentive (corporate goals across DNTH103 Phase 2s, device/data differentiation, second clinical-stage program, and org/funding milestones) Not disclosed40% of earned base salary Achieved corporate goals100% of target Cash, paid Feb 2025
2023 Annual Cash Incentive (organizational readiness for DNTH103 Phase 2 in gMG; strengthen data package/indications; build pipeline; build high-performance org) Not disclosed40% of earned base salary Exceeded corporate goals115% of target Cash, paid subsequent year

Equity Ownership & Alignment

  • Insider trading policy prohibits hedging, short sales, and pledging of company stock by directors and executive officers, reducing misalignment risks .
  • Clawback policy compliant with Rule 10D-1 requires recovery of excess incentive-based compensation upon restatement for past three fiscal years .

Beneficial Ownership (as of March 31, 2025)

HolderShares/Options Beneficially Owned% of Shares Outstanding
Ryan Savitz165,866 options exercisable within 60 days Less than 1%

Outstanding Equity Awards at FY2024 Year-End

Grant/TrancheExercisable (#)Unexercisable (#)Exercise Price ($)ExpirationVesting Schedule
Assumed option grant (former Dianthus)77,974 46,792 8.44 6/6/2032 Equal monthly through 6/30/2026
Annual grant Jan 24, 202427,500 92,500 17.88 1/23/2034 Equal monthly through 1/1/2028
Supplemental grant May 23, 202414,581 85,419 21.77 5/22/2034 Equal monthly through 5/1/2028

2024 Option Grants

Grant DateOptions GrantedExercise Price ($/share)Grant Date Fair Value ($)Vesting
Jan 24, 2024120,000 17.88 Equal monthly to Jan 1, 2028
May 23, 2024100,000 21.77 $1,683,426 Equal monthly to May 1, 2028

Employment Terms

ProvisionBase Case (Termination without Cause/Good Reason)Change-in-Control (terminated within 12 months post-sale event)
Cash Severance9 months base salary 1.0x base salary + target annual bonus
COBRAPartial reimbursement for 9 months Partial reimbursement for 12 months
Equity AccelerationFull acceleration of all outstanding equity/equity-based awards
ClawbackRule 10D-1 compliant clawback policy Rule 10D-1 compliant clawback policy
Hedging/PledgingProhibited for executives/directors Prohibited
Tax Gross-UpNo gross-up; “best after-tax” 280G provision
Non-Compete/Non-SolicitIncluded in employment agreements (confidentiality, IP assignment, non-compete, non-solicit)

Performance & Track Record

| Metric | 2022 | 2023 | 2024 | |---|---|---:|---:|---:| | Company TSR – value of $100 initial investment ($) | $8.92 | $14.67 | $30.76 | | Net Income/(Loss) ($ thousands) | $(28,476) | $(43,545) | $(84,969) |

Additional operating detail in 2024 showed scaling for DNTH103 and license revenue recognition from related party arrangements, consistent with advancing clinical programs .

Board Governance

  • Executive officer (CFO & CBO); not a director; no committee memberships applicable .

Compensation Committee & Benchmarking

  • Compensation Committee chaired by Paula Soteropoulos in 2024; met six times; uses independent consultant Alpine Rewards for structural benchmarking, peer review, equity dilution and director pay; consultant independence assessed with no conflicts noted .

Related Party Transactions and Red Flags

  • Insider policy prohibits hedging and pledging by executives, reducing alignment risks .
  • Arm’s-length related-party license agreements and private placements disclosed; governance processes involve Audit Committee oversight and written policy for related persons; no personal loans to executives disclosed .

Compensation Structure Analysis

  • Shift toward larger annual and supplemental stock option grants in 2024 to offset dilution from $230M financing; options vest monthly through 2028, indicating retention-focused structure .
  • Annual cash incentive remained at-risk with payout aligned to milestone achievement (115% in 2023; 100% in 2024) .
  • No defined benefit pension or nonqualified deferred compensation; limited perquisites (401k match), and presence of clawback and anti-pledging policies are shareholder-friendly .

Investment Implications

  • Alignment: High equity exposure with multi-year, monthly vesting and anti-hedging/pledging plus clawback support long-term alignment; full acceleration on double-trigger CoC is standard but can create sale-event windfalls .
  • Retention and supply risk: Significant unvested options through 2028 imply ongoing retention incentives; monthly vesting could introduce steady potential selling pressure as tranches vest, though lock-up periods and policy restrictions can temper near-term flows .
  • Performance linkage: Cash incentive payouts tied to clinical and organizational milestones (not financial metrics) align with R&D-stage value creation; however, widening net losses reflect investment phase and may challenge pay-for-performance optics absent hard financial KPIs .
  • Governance quality: Independent comp consultant, clawback, and no 280G gross-up suggest disciplined practices; severance at 9 months base (1.0x base+bonus on CoC) is moderate for sector, limiting excessive downside for shareholders .

Note: Where quantitative ownership tables and compensation figures are presented, values reflect SEC proxy and registration filings; no Form 4 transaction analysis was disclosed in these documents.