DEF 14A of Mineralys Therapeutics, Inc.
Filed Apr 9, 2025 · FY20240001933414-25-000036
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until the third annual meeting following election and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. Except as otherwise provided by law, vacancies on the board of directors may be filled only by individuals elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Our board of directors currently consists of seven directors and no vacancies, divided into the following three classes •Class I consists of Jon Congleton and Alexander Gold, M.D., and their terms will expire at the 2027 annual meeting of stockholders. •Class II consists of Derek DiRocco, Ph.D. and Glenn P. Sblendorio, and their terms will expire at the 2025 annual meeting of stockholders. Effective June 13, 2024, Olivier Litzka, Ph.D., who was a Class II director, resigned from the board of directors. •Class III consists of Srinivas Akkaraju, M.D., Ph.D., Brian Taylor Slingsby, M.D., Ph.D., M.P.H., and Daphne Karydas, and their terms will expire at the 2026 annual meeting of stockholders. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our board of directors or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock then entitled to vote in an election of directors. At this meeting, two nominees for director are to be elected as Class II directors for a three-year term expiring at our 2028 annual meeting of stockholders. The nominees, who were recommended for nomination by the nominating and corporate governance committee of our board of directors, are Derek DiRocco, Ph.D. and Glenn P. Sblendorio. The Class I and Class III directors have two years and one year, respectively, remaining on their terms of office. If no contrary indication is made, proxies in the accompanying form are to be voted for Dr. DiRocco, and Mr. Sblendorio, or if either nominee is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy. All of our directors bring to the board of directors significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the nominating and corporate governance committee in recommending qualified director candidates is described below under “Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.
Information Regarding Directors
Information Regarding Directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Members of the Board of Directors Continuing in Office
Members of the Board of Directors Continuing in Office
Members of the Board of Directors Continuing in Office
Members of the Board of Directors Continuing in Office
Identification and Evaluation of Nominees for Directors
Identification and Evaluation of Nominees for Directors The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise. If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election or if the board of directors decides to expand the size of the board, the nominating and corporate governance committee identifies the desired skills and experience of a new nominee in light of the criteria above. The nominating and corporate governance committee generally polls our board of directors and members of management for their recommendations. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience, and background of the candidates. Final candidates are interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represents stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors. The nominating and corporate governance committee may rely on third-party search firms to identify director candidates, especially in situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate. The nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our board of directors, management, or other parties are evaluated. Under our amended and restated bylaws, a stockholder wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any agreements, arrangements, or understandings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 2026 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below titled “Stockholder Proposals.”
EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION
EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2024, our “named executive officers,” which consist of each person who served as our principal executive officer during 2024 and our two next most highly compensated executive officers during 2024, and their positions were as follows: •Jon Congleton, President and Chief Executive Officer; •Adam Levy, Chief Financial Officer and Secretary; and •David Rodman, M.D., Chief Medical Officer.
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by, or paid to the named executive officers for services rendered during the years ended December 31, 2024 and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Total ($) | | Jon Congleton | 2024 | 580,000 | — | 4,537,818 | 303,050 | 5,420,868 | | President and Chief Executive Officer | 2023 | 517,000 | — | 4,579,482 | 245,575 | 5,342,057 | | Adam Levy | 2024 | 500,000 | — | 2,135,450 | 213,750 | 2,849,200 | | Chief Financial Officer and Secretary | 2023 | 450,000 | 21,375 | 1,533,806 | 171,000 | 2,176,181 | | David Rodman, M.D. | 2024 | 520,000 | — | 2,135,449 | 222,300 | 2,877,749 | | Chief Medical Officer | 2023 | 500,000 | — | 1,620,457 | 213,750 | 2,334,207 |
Summary Compensation Table
__________________ (1)Annual base salary amounts for 2024 and 2023 were determined by the board on February 13, 2025 and February 13, 2024, respectively. (2)This amount reflects an incremental performance bonus payment to Mr. Levy in 2023 based on an increase the board of directors made to his performance bonus target after the conclusion of the applicable performance period. Specifically, the board of directors increased Mr. Levy’s 2023 performance bonus target from 40% to 45% of base salary. (3)The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options granted during the applicable year, calculated in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Notes 2 and 7 to our audited financial statements in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized by the executive upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such awards. See “—Narrative to Summary Compensation Table—Equity-Based Incentive Awards.” (4)The amounts reported in this column represent performance bonuses earned in each year that are paid in the following year. As disclosed in Note 2 above, an incremental performance bonus payment to Mr. Levy in 2023 based on an increase the board of directors made to his performance bonus target after the conclusion of the applicable performance period is included in the “Bonus” column.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding the outstanding stock options and shares of restricted stock held by each of our named executive officers as of December 31, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Stock that Have Not Vested (1) | Market Value of Shares that Have Not Vested(1) | | Jon Congleton | 3/12/2021 | 24,082(2)(3) | — | $0.54 | 3/11/2031 | — | $— | | | 7/12/2022 | — | — | $— | — | 239,697(2)(4) | $2,950,670 | | | 2/9/2023 | 114,604 | 135,442(5) | $16.00 | 2/9/2033 | — | $— | | | 3/17/2023 | 43,662 | 56,138(5) | $15.44 | 3/17/2033 | — | $— | | | 2/13/2024 | — | 425,000(5) | $14.25 | 2/13/2034 | — | $— | | Adam Levy | 3/10/2022 | — | — | $— | — | 53,889(2) | $663,374 | | | 7/12/2022 | — | — | $— | — | 53,788(2)(4) | $662,130 | | | 2/9/2023 | 44,695 | 52,823(5) | $16.00 | 2/9/2033 | — | $— | | | 3/17/2023 | 8,750 | 11,250(5) | $15.44 | 3/17/2033 | — | $— | | | 2/13/2024 | — | 200,000(5) | $14.25 | 2/13/2034 | — | $— | | David Rodman, M.D. | 3/12/2021 | — | 5,018(2)(3) | $0.54 | 3/11/2031 | — | $— | | | 7/12/2022 | 134,926(2)(6) | — | $1.08 | 7/11/2032 | — | $— | | | 2/9/2023 | 47,751 | 56,435(5) | $16.00 | 2/9/2033 | — | $— | | | 3/17/2023 | 8,750 | 11,250(5) | $15.44 | 3/17/2033 | — | $— | | | 2/13/2024 | — | 200,000(5) | $14.25 | 2/13/2034 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
__________________ (1)The market value is calculated by multiplying the number of shares of unvested restricted stock outstanding under the award by $12.31, which was the closing price of our common stock as of December 31, 2024, the last trading day of 2024. (2)These awards are subject to potential acceleration of vesting in connection with a qualifying termination of employment, including in connection with a change in control, as described below under the subsection titled “Employment Arrangements with our Executive Officers.” Dr. Rodman’s stock option granted on March 12, 2021, as well as Mr. Levy’s restricted stock awards granted on March 10, 2022 and July 12, 2022, are subject to accelerated vesting in connection with a change in control, as described above under the subsection titled “Equity-Based Incentive Awards.” (3)On March 12, 2021, our board of directors granted Mr. Congleton and Dr. Rodman options under our 2020 Plan to purchase 24,082 shares and 240,827 shares, respectively, with 25% of such shares vesting on the first anniversary of the March 1, 2021 and January 11, 2021 vesting commencement dates, respectively, and the remaining shares vesting in equal monthly installments over the 36 months thereafter, subject to the respective named executive officer’s continued status as a service provider through each such vesting date. The stock option granted to Mr. Congleton has an early exercise feature that allows Mr. Congleton to exercise the option while unvested and receive restricted shares of our common stock that are subject to forfeiture until the vesting requirement is met. Our 2020 Plan specifically authorizes this early exercise concept and states that employees who exercise unvested options will receive shares of restricted stock with a vesting period that corresponds to the vesting period that remained in the exercised option. Due to this early exercise feature, these options are reflected in the “Exercisable” column as of December 31, 2024. (4)As a condition to the receipt of the stock options to be granted to each of Mr. Congleton and Mr. Levy in connection with our IPO as described above, each executive agreed to an amendment to his July 2022 restricted stock award to amend the vesting of such award such that the portion of such award that would have vested on or prior to June 10, 2024 will vest on June 10, 2024, and 3/48th of the shares (or any lesser number of shares then remaining available to vest as of any applicable vesting date) subject to such award shall vest in quarterly installments on each July 10, October 10, January 10 and April 10 thereafter until such restricted shares are fully vested, subject to the executive’s continuous service with us as of each such vesting date. (5)The stock option vests as to 25% of the total number of shares of common stock subject to the option on the first anniversary of the grant date, and as to 1/36th of the total number of shares of common stock subject to the option on each monthly anniversary thereafter, subject to the executive’s continuous service with us as of each such vesting date. (6)On July 12, 2022, our board of directors granted Dr. Rodman an option under our 2020 Plan to purchase 304,730 shares, with 25% of such shares vesting on the first anniversary of the July 12, 2022 vesting commencement date, and the remaining shares vesting in equal monthly installments over the 36 months thereafter, subject to Dr. Rodman’s continued status as a service provider through each such vesting date. This stock option granted to Dr. Rodman has an early exercise feature that allows Dr. Rodman to exercise the option while unvested and receive restricted shares of our common stock that are subject to forfeiture until the vesting requirement is met. Due to this early exercise feature, these options are reflected in the “Exercisable” column as of December 31, 2024.
Non-Employee Director Compensation
Non-Employee Director Compensation
Director Compensation Program
Director Compensation Program In connection with our IPO, our board of directors and our stockholders approved the initial terms of our non-employee director compensation program, which was amended and restated effective January 1, 2025. The material terms of the non-employee director compensation program are summarized below. The non-employee director compensation program, as amended, provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Each non-employee director receives an annual retainer of $40,000. In February of each year, a non-employee director serving as chairman of the board or lead independent director receives an additional annual retainer of $32,500. The non-employee directors serving as the chairs of the audit, compensation, and nominating and corporate governance committees receive additional annual retainers of $20,000, $15,000, and $10,000, respectively. The non-employee directors serving as members of the audit, compensation, and nominating and corporate governance committees receive additional annual retainers of $10,000, $7,500, and $5,000, respectively. Each non-employee director initially appointed or elected to the board receives an initial grant of options to purchase 65,800 shares of our common stock, vesting in substantially equal monthly installments over three years. Non-employee directors also receive annual grants of options to purchase 32,900 shares of our common stock on the date of each annual meeting of our stockholders, vesting in substantially equal monthly installments over the 12 months following the date of grant (or, in the event the next annual meeting of our stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the annual award will vest on the date of such annual meeting of our stockholders). All options granted to our non-employee directors will have an exercise price equal to the fair market value of our common stock on the date of grant (as determined under the 2023 Plan). Awards to our non-employee directors will also vest upon termination of service by reason of not being presented as a nominee, in the absence of being re-elected by the Company’s stockholders at the following annual meeting or by death or disability and in the event of a change in control (as defined in the 2023 Plan). Prior to January 1, 2025, pursuant to the non-employee director compensation program in place during 2024, each non-employee director received an annual retainer of $40,000. A non-employee director serving as chairman of the board or lead independent director received an additional annual retainer of $30,000. The non-employee directors serving as the chairs of the audit, compensation, and nominating and corporate governance committees received additional annual retainers of $15,000, $10,000, and $8,000, respectively. The non-employee directors serving as members of the audit, compensation, and nominating and corporate governance committees received additional annual retainers of $7,500, $5,000, and $4,000, respectively. Each non-employee director initially appointed or elected to the board during 2024 received an initial grant of options to purchase 44,000 shares of our common stock (Initial Grant), vesting in substantially equal monthly installments over three years. Non-employee directors also received annual grants of options to purchase 22,000 shares of our common stock (Annual Grants) on the date of our annual meeting of our stockholders held on May 22, 2024, vesting in substantially equal monthly installments over the 12 months following the date of grant. Compensation under our non-employee director compensation program is subject to the annual limits on non-employee director compensation set forth in the 2023 Plan. Our board of directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances, and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2023 Plan (which limits will not apply to any non-employee director that serves in any additional capacity with the Company for which he or she receives compensation or any compensation paid to any non-employee director prior to the calendar year following the calendar year of our IPO). As provided in the 2023 Plan, our board of directors or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the compensation committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors. We have a policy of reimbursing all of our non-employee directors for their reasonable out-of-pocket expenses in connection with attending board of directors and committee meetings.
Director Compensation
Director Compensation The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2024:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Srinivas Akkaraju, M.D., Ph.D. (2) | 49,000 | 197,314 | 246,314 | | Alexander Asam, Ph.D. (3) | — | — | — | | Derek DiRocco, Ph.D. (2) | 52,500 | 197,314 | 249,814 | | Alexander Gold, M.D. (4) | 24,176 | 410,406 | 434,582 | | Daphne Karydas (2) | 55,000 | 197,314 | 252,314 | | Olivier Litzka, Ph.D. (2) | 19,824 | 197,314 | 217,138 | | Glenn P. Sblendorio (2) | 54,574 | 197,314 | 251,888 | | Brian Taylor Slingsby, M.D., Ph.D., M.P.H. (2)(5) | 78,000 | 197,314 | 275,314 |
Director Compensation
(1)The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options granted during the applicable year, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Notes 2 and 7 to our audited financial statements in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized by the executive upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such awards. An Initial Grant was awarded to Dr. Gold upon his appointment as a member of the board of directors on June 13, 2024. Annual Grants were awarded to all other then-current members of the board of directors as of May 22, 2024. (2)As of December 31, 2024, each designated director held stock options to purchase 66,000 shares of our common stock, with the following exceptions: (i) Dr. Gold, who held stock options to purchase 44,000 shares of our common stock; (ii) Dr. Litzka, who resigned from the board effective June 13, 2024, and any outstanding stock options were forfeited or expired; and (iii) Dr. Asam, who in prior years declined to receive any stock option awards. (3)Dr. Asam informed the Company’s board of directors of his decision not to stand for re-election to the board of directors when his current term expired at the Company’s 2024 annual meeting of stockholders. (4)On June 13, 2024, Dr. Gold was appointed as a member of the board of directors. (5)Dr. Slingsby’s Annual Grant was transferred to Catalys Pacific Fund, LP, pursuant to an option transfer agreement between Dr. Slingsby and Catalys Pacific Fund, LP.