Ryan Savitz
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
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup (Healthcare Investment Banking) | Managing Director (progressed from Senior Director, VP, SVP, etc.) | 2010–2022 | Advised biopharma companies on private/public capital raising, partnerships, and M&A |
| Dianthus Therapeutics OpCo (Former Dianthus) | Chief Financial Officer | Jun 2022–Sep 2023 | Built finance function and supported strategic process leading to reverse merger |
| Dianthus Therapeutics, Inc. (post-merger) | Chief Financial Officer; later also Chief Business Officer | Sep 2023–present (CFO); Feb 2024–present (CBO) | Oversaw $230M private placement, expanded equity program; supported advancement of DNTH103 into multiple Phase 2s |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $445,600 as of Dec 31, 2023 | $464,000 as of Dec 31, 2024 |
| Target Bonus % of Base | 40% | 40% |
| Actual Annual Bonus Paid ($) | $194,140 (paid for 2023 performance; paid in 2024) | $185,600 (paid in Feb 2025 for 2024 performance) |
| Retirement/401(k) | Eligible 401(k); no company match made to date as of 2023 | Eligible 401(k); company matched up to 4% in 2024 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Cash Incentive (corporate goals across DNTH103 Phase 2s, device/data differentiation, second clinical-stage program, and org/funding milestones) | Not disclosed | 40% of earned base salary | Achieved corporate goals | 100% of target | Cash, paid Feb 2025 |
| 2023 Annual Cash Incentive (organizational readiness for DNTH103 Phase 2 in gMG; strengthen data package/indications; build pipeline; build high-performance org) | Not disclosed | 40% of earned base salary | Exceeded corporate goals | 115% of target | Cash, paid subsequent year |
Equity Ownership & Alignment
- Insider trading policy prohibits hedging, short sales, and pledging of company stock by directors and executive officers, reducing misalignment risks .
- Clawback policy compliant with Rule 10D-1 requires recovery of excess incentive-based compensation upon restatement for past three fiscal years .
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares/Options Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Ryan Savitz | 165,866 options exercisable within 60 days | Less than 1% |
Outstanding Equity Awards at FY2024 Year-End
| Grant/Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting 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, 2024 | 27,500 | 92,500 | 17.88 | 1/23/2034 | Equal monthly through 1/1/2028 |
| Supplemental grant May 23, 2024 | 14,581 | 85,419 | 21.77 | 5/22/2034 | Equal monthly through 5/1/2028 |
2024 Option Grants
| Grant Date | Options Granted | Exercise Price ($/share) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 24, 2024 | 120,000 | 17.88 | — | Equal monthly to Jan 1, 2028 |
| May 23, 2024 | 100,000 | 21.77 | $1,683,426 | Equal monthly to May 1, 2028 |
Employment Terms
| Provision | Base Case (Termination without Cause/Good Reason) | Change-in-Control (terminated within 12 months post-sale event) |
|---|---|---|
| Cash Severance | 9 months base salary | 1.0x base salary + target annual bonus |
| COBRA | Partial reimbursement for 9 months | Partial reimbursement for 12 months |
| Equity Acceleration | — | Full acceleration of all outstanding equity/equity-based awards |
| Clawback | Rule 10D-1 compliant clawback policy | Rule 10D-1 compliant clawback policy |
| Hedging/Pledging | Prohibited for executives/directors | Prohibited |
| Tax Gross-Up | No gross-up; “best after-tax” 280G provision | |
| Non-Compete/Non-Solicit | Included 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.