Steven Romano
About Steven Romano
Steven Romano, M.D., age 65, has served as an independent Class III director of Dianthus Therapeutics since September 2024, with a term expiring at the 2027 annual meeting. He is a board-certified psychiatrist and seasoned pharmaceutical executive with 28+ years of drug development experience; education includes an M.D. from the University of Missouri–Columbia and a B.A. in biology and English literature from Washington University in St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silence Therapeutics (Nasdaq: SLN) | Executive Vice President, Chief R&D Officer | Jun 2024–present | Executive leadership in R&D |
| Silence Therapeutics | Head of Research & Development | Apr 2023–Jun 2024 | Led R&D |
| Silence Therapeutics | Non‑Executive Director | Jul 2019–Apr 2023 | Board oversight |
| Mallinckrodt Pharmaceuticals | EVP & Chief Scientific Officer | May 2015–Dec 2022 | Oversaw R&D, regulatory, safety sciences, medical affairs |
| Pfizer, Inc. | SVP, Head, Global Medicines Development, Global Innovative Pharmaceuticals Business (among senior R&D/medical roles) | ~16 years (prior to 2015) | Global development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Pharmaceutical Council | Chairman of the Board | Recent (dates not specified) | Non‑profit health policy research organization |
| International Society for CNS Clinical Trials and Methodology | Past President | Past | Independent organization focused on CNS therapeutics development |
Board Governance
- Independence: Listed as “Independent Director” and Class III director; term expires at the 2027 annual meeting .
- Committee assignments: Science & Technology Committee member; serves as chair of the Science & Technology Committee .
- Committee cadence: Science & Technology Committee met four times in 2024; Nominating & Corporate Governance met three times; Audit met five times; Compensation met six times .
- Attendance: The Board met seven times in 2024, and each director attended at least 75% of Board and applicable committee meetings; non‑employee directors met in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Component | Terms | 2024 Cash Fees Received (Romano) |
|---|---|---|
| Board annual cash retainer | $40,000 for members; $70,000 for Board Chair | $13,125 |
| Audit Committee retainer | $7,500 member; $15,000 chair | — |
| Compensation Committee retainer | $5,000 member; $10,000 chair | — |
| Science & Technology Committee retainer | $5,000 member; $10,000 chair | — |
| Nominating & Corporate Governance Committee retainer | $4,000 member; $8,000 chair | — |
Notes:
- On appointment (Sept 16, 2024), Romano was eligible for $40,000/year Board cash and $5,000/year for S&T Committee service, payable quarterly and prorated .
- 2024 cash fees of $13,125 reflect prorated service; detailed breakdown not disclosed .
Performance Compensation
| Award Type | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting | Outstanding Options (12/31/2024) |
|---|---|---|---|---|---|
| Initial stock option | Sep 16, 2024 | 22,000 | $446,145 | 1/3 on each of the first, second, and third anniversaries of grant date (time‑based) | 22,000 |
Additional program terms:
- Annual equity grant to non‑employee directors: 11,000 stock options with one‑year cliff vesting on earlier of next annual meeting or first anniversary of grant; Romano did not receive the May 23, 2024 annual grant due to September appointment .
- Stock options are granted at the closing market price on the grant date; specific exercise prices and expiration terms for director grants not disclosed in proxy .
Performance metrics:
- No performance metrics (e.g., TSR, revenue growth) tied to director equity; awards vest on time‑based schedules .
Other Directorships & Interlocks
| Company | Role | Public Company | Overlap/Interlock Notes |
|---|---|---|---|
| Silence Therapeutics (SLN) | EVP, Chief R&D Officer | Yes | Executive role; no related‑party transactions with Dianthus disclosed . |
| Silence Therapeutics | Non‑Executive Director | Yes (past) | Prior directorship; ended Apr 2023 . |
- Related‑party policy: Audit Committee reviews/approves related‑person transactions >$100,000; directors with interests recused from deliberations .
- Proxy discloses related‑party transactions involving other investors/entities (e.g., Zenas, Tenacia/Bain) but none involving Romano .
Expertise & Qualifications
- Deep R&D leadership across large pharma (Pfizer) and specialty pharma (Mallinckrodt), plus biotech roles at Silence Therapeutics; board‑certified psychiatrist .
- Governance and policy experience through chairing National Pharmaceutical Council and leadership at ISC CNS Clinical Trials .
- Skills align to Dianthus’ innovation and clinical development oversight via chairing the Science & Technology Committee .
Equity Ownership
| Holder | Shares Beneficially Owned (Number) | Shares Beneficially Owned (%) | Options Held |
|---|---|---|---|
| Steven Romano, M.D. | — | <1% | 22,000 options outstanding as of 12/31/2024 |
Notes:
- Beneficial ownership percentages based on 32,125,933 shares outstanding as of March 31, 2025 .
- Based on the vesting schedule (1/3 per year) and the grant date (Sep 16, 2024), none of the 22,000 initial options would have vested by Mar 31, 2025 .
Governance Assessment
- Board effectiveness: Romano chairs the Science & Technology Committee (4 meetings in 2024), adding seasoned clinical development oversight to pipeline governance; Board and committee evaluation process is formalized and overseen by Nominating & Corporate Governance .
- Independence and engagement: Classified as independent; attended at least 75% of applicable meetings; non‑employee directors hold executive sessions at each regular meeting—positive governance signals .
- Pay alignment: Director compensation mix is cash retainers plus option awards; Romano’s 2024 total ($459,270) reflects prorated cash and an initial 22,000‑share option grant; time‑based vesting aligns tenure with equity but lacks performance conditions typical of some pay‑for‑performance frameworks .
- Ownership alignment: No reported common stock holdings; options outstanding only—alignment is primarily via unvested options; absence of share ownership may be viewed as a mild alignment gap versus best practices that encourage minimum ownership, though director ownership guidelines are not disclosed in the proxy .
- Conflicts/related parties: No Romano‑specific related‑party transactions disclosed; Audit Committee retains oversight of such transactions, and policies require recusal where applicable—risk appears controlled institutionally .
- RED FLAGS:
- Low direct share ownership (no common stock reported as of March 31, 2025) may weaken immediate “skin‑in‑the‑game,” mitigated by time‑based options that begin vesting after one year .
- Option awards lack explicit performance metrics; equity is time‑based rather than outcome‑based .
- Monitoring items:
- Any business interactions between Dianthus and Silence Therapeutics given Romano’s current SLN executive role—none disclosed to date; continue monitoring related‑party disclosures and 8‑K Item 5.02 updates .
Overall, Romano brings deep R&D and clinical development expertise and is engaged through his S&T Committee chair role and acceptable attendance. Compensation structure is standard for biotech director roles but is time‑based without performance conditions, and current alignment relies on unvested options rather than direct share ownership .