Simrat Randhawa
About Simrat Randhawa
Simrat Randhawa, M.D., serves at Dianthus Therapeutics (DNTH) and is listed as Chief Medical Officer since April 2022; in 2025 company materials reference her as Executive Vice President, Head of R&D, reflecting expanded leadership scope . She is 55 years old as of April 10, 2025 and has been an executive officer at DNTH since 2022 . Dr. Randhawa holds an M.D. from Drexel University and an M.B.A. from Columbia University, with prior leadership roles at Aurinia Pharmaceuticals (SVP Clinical & Medical Affairs), Novartis, and BioMarin, and prior consulting at McKinsey . Company pay-versus-performance disclosures show 2024 TSR value of $30.76 (on a $100 initial value beginning 12/31/2021) and net loss of $84.969 million for 2024, providing performance context during her tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aurinia Pharmaceuticals (Nasdaq: AUPH) | Senior Vice President, Clinical and Medical Affairs | Feb 2017 – Apr 2022 | Supported clinical development of voclosporin |
| Novartis AG | Senior commercial and medical leadership roles | Not disclosed | Autoimmune and rare disease leadership |
| BioMarin Pharmaceutical Inc. | Senior commercial and medical leadership roles | Not disclosed | Autoimmune and rare disease leadership |
| McKinsey & Company | Consultant (healthcare) | Not disclosed | Supported BD opportunities and integrations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 139,495 | 482,000 |
| Target Annual Incentive (% of base) | Not disclosed | 40% |
| Annual Cash Incentive Paid ($) | 198,663 | 192,800; paid Feb 2025 |
| 401(k) Company Match | Eligible; plan match up to 4% of eligible wages | Eligible; plan match up to 4% of eligible wages |
Notes:
- 2024 annual incentive funded at 100% of target based on corporate goals; applies to all NEOs including Dr. Randhawa .
Performance Compensation
| Component | Metric(s) | Target/Payout | Timing/Vesting | Notes |
|---|---|---|---|---|
| Annual cash incentive (2024) | Corporate goals: (i) advance DNTH103 into three Phase 2 programs (gMG, MMN, CIDP), (ii) progress DNTH103 device development/data expansion, (iii) progress toward a second clinical-stage program, (iv) build organization/funding to support milestones | Funded at 100% of target | Paid Feb 2025 | Same goals/payout basis across NEOs |
| Equity (2024 grants) | Stock options (time-based) | Grant-date fair value $3,346,666 (2024 total for options) | Monthly vesting over 4 years; see schedules below | No RSUs/PSUs disclosed |
Equity Ownership & Alignment
- Beneficial ownership, March 31, 2025: 153,477 shares; less than 1% of outstanding shares . Composition: 4,000 common shares and options to purchase 149,477 shares exercisable within 60 days .
- Insider trading/pledging: Hedging and pledging are prohibited for directors and executive officers under DNTH’s policy .
- Clawback: Exchange Act Rule 10D-1-compliant policy to recoup excess incentive-based compensation after a restatement for the prior 3 fiscal years .
- Trading plan: Adopted a Rule 10b5-1 sales plan on August 14, 2025 for up to 303,146 shares through Dec 15, 2026 (potential selling overhang) .
- Lock-up: Signed a 60‑day offering lock-up agreement (Exhibit B signatory) for a September 2025 offering; lock-up runs 60 days from the prospectus date (temporarily reducing near-term sale capacity) .
| Beneficial Ownership Detail | Amount |
|---|---|
| Common shares | 4,000 |
| Options exercisable within 60 days (3/31/2025) | 149,477 |
| Total beneficial ownership | 153,477 |
| % of shares outstanding | <1% |
2024 Equity Grants (Options)
| Grant date | Type | Options granted (#) | Exercise price ($) | Vesting schedule | Notes |
|---|---|---|---|---|---|
| Jan 24, 2024 | Stock options | 120,000 | 17.88 | Monthly over 4 years; vests through Jan 1, 2028 | Included in 2024 option grant fair value total $3,346,666 |
| May 23, 2024 | Stock options | 100,000 | 21.77 | Monthly over 4 years; vests through May 1, 2028 | Supplemental grant following Jan 2024 financing dilution |
Outstanding Equity Awards (12/31/2024)
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting End |
|---|---|---|---|---|---|
| Option grant (2022) | 63,983 | 31,991 | 8.44 | 6/6/2032 | Monthly through Apr 30, 2026 |
| Option grant (Jan 2024) | 27,500 | 92,500 | 17.88 | 1/23/2034 | Monthly through Jan 1, 2028 |
| Option grant (May 2024) | 14,581 | 85,419 | 21.77 | 5/22/2034 | Monthly through May 1, 2028 |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Current role and start | CMO since April 2022; referenced as EVP, Head of R&D in 2025 materials |
| Severance (non‑CIC) | If terminated without cause or resignation for good reason: cash equal to 9 months base salary; partial COBRA reimbursement for 9 months (CEO is higher) |
| Change in control (CIC) | Double-trigger within 12 months post-sale event: 1.0x (salary + target bonus), 12 months COBRA reimbursement, and full acceleration of all outstanding equity/ equity-based awards (CEO is higher) |
| 280G treatment | “Best after-tax” (no gross-up) reduction if applicable |
| Clawback | Rule 10D-1 compliant policy covering incentive-based compensation |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Non-compete/Non-solicit | Employment agreements include restrictive covenants (confidentiality, IP assignment, non-compete, non-solicit) |
| Pension/Deferred comp | No defined benefit or nonqualified deferred comp; eligible for 401(k); company match up to 4% |
Investment Implications
- Pay-for-performance and retention: 2024 cash bonus paid at 100% based on advancing DNTH103 programs and organizational objectives; two sizable 2024 option grants (including a supplemental re-equitization after a dilutive financing) vest monthly through 2028, supporting multi‑year retention and execution continuity in R&D .
- Alignment and selling pressure: Beneficial ownership is <1%, mainly options; adoption of a Rule 10b5-1 plan to sell up to 303,146 shares through Dec 15, 2026 creates potential technical selling overhang, partially offset by time-based vesting cadence and a September 2025 lock-up that temporarily constrained sales near that offering .
- Governance risk controls: Clawback and hedging/pledging prohibitions, and a standard 280G “best after-tax” provision, reduce shareholder‑unfriendly risk levers; no pension/SERP or tax gross‑ups disclosed .
- Execution track record: As CMO/Head of R&D, Dr. Randhawa led the MaGic Phase 2 gMG program to statistically significant and clinically meaningful outcomes across MG-ADL and QMG with favorable safety, a positive signal for value creation as DNTH advances to Phase 3; company TSR and net income data frame broader market/financial context for incentives and investor expectations .
Net takeaway: Compensation is heavily equity‑based with multi‑year monthly vesting and double‑trigger CIC acceleration, aligning incentives to pipeline milestones and retention. The 10b5‑1 plan signals measured liquidity over 2025–2026; monitor Form 4s and vesting run‑rate versus trial catalysts for trading signals and potential pressure points .