Sujay Kango
About Sujay Kango
Independent Class II director at Dianthus Therapeutics (DNTH) since March 2025; age 61. Over 25 years in biopharma with senior commercial and CEO roles; credited with launches for Reblozyl, Nexavar, Kyprolis, Peg‑Intron, and Remicade. Education: B.S. in Microbiology and M.B.A., McNeese State University. Independence affirmed in the 2025 proxy; term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleron Pharma | EVP, Chief Commercial Officer | Feb 2018–Dec 2021 | Company sold to Merck for >$11.5B; responsible for blockbuster launches noted above. |
| Tmunity Therapeutics | President & CEO | Sep 2022–Feb 2023 | Company acquired by Gilead; led clinical-stage CAR‑T R&D company. |
| Stealth-mode biotech (private) | Co‑Founder, President & CEO | Sep 2023–present | Early-stage company; potential for future interlocks. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adanate, Inc. | Board Member | Jul 2023–present | Private company; no DNTH related-party disclosures identified. |
| MEI Pharma (Nasdaq: MEIP) | Director | Dec 2021–Nov 2023 | Former public company board service. |
| Infinity Pharmaceuticals (Nasdaq: INFI) | Director | Feb 2022–Jun 2023 | Former public company board service. |
Board Governance
- Class II director; term through 2026 annual meeting; independent status in proxy.
- Committee assignments: Compensation Committee member; Chair is Paula Soteropoulos. Committee met six times in 2024 (pre‑Kango appointment).
- Board structure: three staggered classes; Nominating & Corporate Governance chaired by Alison Lawton; Audit chaired by Anne McGeorge; Science & Technology chaired by Steven Romano.
- Attendance and engagement: Board met 7 times in 2024; all directors met at least 75% attendance; non‑employee directors held executive sessions at each regularly scheduled meeting. (Kango joined in 2025; 2024 attendance metrics set context.)
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board annual cash retainer | $40,000 | Per 8‑K appointment terms; payable quarterly, prorated. |
| Compensation Committee membership fee | $6,000 | Per 8‑K appointment terms; payable quarterly, prorated. |
| Indemnification agreement | Standard | Entered in connection with appointment; Delaware law maximum extent. |
Reference program context: 2024 non‑employee director program specified $40,000 board retainer, $5,000 Compensation Committee membership (chair $10,000), plus other committee retainers. Annual equity grant for directors: 11,000 options with one‑year cliff; initial director grant: 22,000 options vesting over three years. (Kango’s specific cash and option grant terms differ per his 8‑K.)
Performance Compensation
| Instrument | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial stock option (director appointment) | 25,000 shares | 1/3 on each of the first, second, and third anniversaries of grant, subject to continued service | Per 8‑K appointment; eligible for future annual director equity grants under policy. Strike price/expiration not disclosed. |
| Annual director equity grant (program) | 11,000 options | One‑year cliff to next annual meeting or first anniversary | Program terms for non‑employee directors; Kango eligible going forward. |
No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for non‑employee director compensation; awards are time‑based options per program and appointment terms.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Adanate, Inc. | Private | Director | No related‑party transaction disclosed; Audit Committee oversees related‑party reviews >$100,000 involving directors/5% holders. |
| MEI Pharma (MEIP) | Public (prior) | Former Director | Historic role; no current DNTH interlock disclosed. |
| Infinity Pharmaceuticals (INFI) | Public (prior) | Former Director | Historic role; no current DNTH interlock disclosed. |
Expertise & Qualifications
- Deep commercial leadership and launch experience across multiple blockbuster therapeutics; prior CCO and CEO roles.
- Biopharma domain expertise spanning rare diseases and immunology; executive background aligns with DNTH’s commercialization outlook.
- Educational credentials: B.S. Microbiology; M.B.A. McNeese State University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date |
|---|---|---|---|
| Sujay Kango | — (less than 1%) | * | March 31, 2025 (Total shares outstanding: 32,125,933) |
Insider Filings & Appointments
| Filing/Action | Date | Key Terms |
|---|---|---|
| Item 5.02 8‑K – Appointment to Board; Compensation Committee | Mar 4–5, 2025 | Class II director; Compensation Committee member; $40,000 board retainer; $6,000 committee fee; initial 25,000‑share option grant (time‑based vesting); standard indemnification agreement. |
| Power of Attorney (Form 3/4/5 authority) | Mar 4, 2025 | Authorizes designated officers/counsel to file Section 16 reports on his behalf. |
| Corporate update press release referencing appointment | Mar 11, 2025; May 12, 2025 | DNTH highlights addition of Kango to Board among corporate updates. |
No Form 4 insider transactions for Kango were identified in the available DNTH filings list through November 2025.
Governance Policies and Controls (Context)
- Clawback Policy: Company maintains Rule 10D‑1 Nasdaq 5608 clawback for executives; overseen by Compensation Committee.
- Insider Trading; Hedging/Pledging: Policy prohibits short‑term trading, short sales, derivative/hedging; directors and Section 16 officers prohibited from pledging company securities.
- Related‑Party Transactions: Audit Committee policy post‑reverse merger requires review/approval of transactions >$100,000 involving directors/5% holders and immediate family; conflicted directors recuse.
Governance Assessment
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Strengths
- Independent director with strong commercialization pedigree relevant to DNTH’s clinical‑to‑commercial transition; committee placement on Compensation aligns expertise with pay design and talent strategy.
- Board oversight infrastructure is robust: active Audit, Compensation, Nominating, and Science committees; documented hedging/pledging prohibitions and executive clawback.
- Transparent appointment terms and standard indemnification; clear director fee and equity structures disclosed.
-
Watch items / potential red flags
- Low immediate ownership alignment: no beneficial ownership reported as of March 31, 2025; monitor build‑up via annual equity grants or open‑market purchases.
- External leadership of a stealth biotech could present future related‑party or competitive exposure; company’s Audit Committee policy mitigates via review/approval and recusals.
- Variance between program’s Comp Committee member fee ($5,000 for 2024) and Kango’s $6,000 per 8‑K suggests policy updates; monitor consistency across directors to avoid perceived preferential terms.
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Engagement signals
- Board held seven meetings in 2024 with executive sessions; committees active (Audit 5; Compensation 6). Track Kango’s 2025 attendance once disclosed in next proxy.
Overall, Kango’s commercial track record and independent status should support board effectiveness on compensation and commercialization strategy. Key monitoring areas are ownership accumulation, any overlaps with his private biotech activities, and consistency of director compensation terms going forward.