Simon Read
About Simon Read
Simon Read, Ph.D., was appointed as a Class III non-employee director of Dianthus Therapeutics on May 22, 2025; he serves on the Science & Technology and Nominating & Corporate Governance committees . His background includes prior operating and scientific leadership roles: Former CEO & Founder of Mariana Oncology, Venture Partner at Atlas Venture, and Former Chief Scientific Officer (CSO) at Ra Pharma . The Board applies Nasdaq director independence standards and has historically determined all non-employee directors to be independent, consistent with Company governance practice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mariana Oncology | Former CEO & Founder | — | — |
| Atlas Venture | Venture Partner | — | — |
| Ra Pharma | Former Chief Scientific Officer | — | — |
External Roles
| Organization | Role | Status |
|---|---|---|
| Atlas Venture | Venture Partner | Ongoing role listed by Company |
Board Governance
- Committee assignments: Science & Technology (member) and Nominating & Corporate Governance (member) . Current committee chairs remain Dr. Steven Romano (Science & Technology) and Alison Lawton (Nominating & Corporate Governance) per 2025 proxy; Simon serves as a member, not chair .
- Independence framework: Board uses Nasdaq independence rules; historically all directors other than the CEO are independent .
- Board leadership: Independent Chair (Alison F. Lawton), with executive sessions of non-employee directors held at every regular Board meeting in 2024 .
- Attendance expectations: Directors are expected to attend annual meetings; in 2024, five of seven then-serving directors attended the annual meeting (pre-dating Simon’s appointment) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Payable quarterly; prorated for partial quarters |
| Science & Technology Committee (member) | $5,000 per year | Cash; payable quarterly; prorated |
| Nominating & Corporate Governance Committee (member) | $5,000 per year | Cash; payable quarterly; prorated |
Performance Compensation
| Award Type | Grant Date | Number of Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Stock option (initial director grant) | 05/22/2025 | 25,000 options | 1/3 on each of the 1st, 2nd, and 3rd anniversaries of grant | Granted under Non-Employee Director Compensation Policy |
- Performance metrics tied to director compensation: None disclosed for director equity awards; director grants vest time-based per policy .
- Clawbacks and hedging/pledging: Company maintains a Rule 10D-1-compliant clawback policy for executives and prohibits directors from pledging, short sales, derivative transactions, and hedging of Company stock .
Other Directorships & Interlocks
- Public company board seats: None disclosed by the Company for Simon Read as of his appointment and subsequent investor materials .
- Network ties: Venture Partner at Atlas Venture (private venture firm); no related-party transactions disclosed involving Simon Read –.
Expertise & Qualifications
- Scientific and R&D leadership across biotech; prior CSO and CEO experience aligned with S&T committee remit .
- Ph.D. credentials; Company assigns him to Science & Technology committee immediately upon appointment .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 0 | 05/22/2025 | Initial Form 3 reported no securities beneficially owned |
| Initial option grant | 25,000 options | 05/22/2025 | 1/3 annual vest over three years |
| Pledging/Hedging status | Prohibited under Company policy | Policy effective | Applies to directors and executives |
Insider Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 05/22/2025 | Reported no securities beneficially owned; filed via attorney-in-fact |
| Power of Attorney (Exhibit 24) | 05/15/2025 | Authorized officers/counsel to sign Forms 3/4/5 on his behalf |
Governance Assessment
- Positive signals: Immediate committee assignments to S&T and N&CG align with his scientific and governance profile; cash retainers and time-vested options align director incentives with long-term value and standard market practice . Independent chair structure and regular executive sessions enhance oversight quality .
- Monitoring points: Initial director option grant (25,000) is above the 2024 program’s standard 22,000 initial option grant, indicating policy calibration upward; monitor for dilution and board equity overhang trends over time . No disclosed stock ownership guidelines for directors; consider engagement on long-term ownership alignment –.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory vote on executive compensation | 22,132,031 | 3,684,797 | 9,129 | 1,996,674 |
Appendix: Committee Structure Reference (Company-wide)
- Audit Committee: Members include Alison Lawton, Anne McGeorge (Chair), Paula Soteropoulos; 5 meetings in 2024 .
- Compensation Committee: Members include Sujay Kango, Leon Moulder Jr., Paula Soteropoulos (Chair); 6 meetings in 2024 .
- Nominating & Corporate Governance Committee: Members include Alison Lawton (Chair), Anne McGeorge, Leon Moulder Jr.; 3 meetings in 2024 . Simon Read appointed as member May 22, 2025 .
- Science & Technology Committee: Members include Steven Romano (Chair) and Jonathan Violin; 4 meetings in 2024 . Simon Read appointed as member May 22, 2025 .