DEF 14A of Mineralys Therapeutics, Inc.
Filed Apr 8, 2026 · FY20250001933414-26-000069
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 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 2028 annual meeting of stockholders. •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, three nominees for director are to be elected as Class III directors for a three-year term expiring at our 2029 annual meeting of stockholders. The nominees, who were recommended for nomination by the nominating and corporate governance committee of our board of directors, are Srinivas Akkaraju, M.D., Ph.D., Brian Taylor Slingsby, M.D., Ph.D., M.P.H., and Daphne Karydas. The Class I and Class II directors have one year and two years, respectively, remaining on their terms of office. If no contrary indication is made, proxies in the accompanying form are to be voted for Dr. Akkaraju, Dr. Slingsby, and Ms. Karydas, or if any 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 represent 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 2027 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 AND DIRECTOR COMPENSATION
EXECUTIVE 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 2025, our “named executive officers,” which consist of each person who served as our principal executive officer during 2025 and our two next most highly compensated executive officers during 2025, 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, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Total ($) | | Jon Congleton | 2025 | 636,500 | — | 4,435,626 | 472,601 | 5,544,727 | | President and Chief Executive Officer | 2024 | 580,000 | — | 4,537,818 | 303,050 | 5,420,868 | | Adam Levy | 2025 | 532,000 | 25,000 | 1,322,906 | 323,190 | 2,203,096 | | Chief Financial Officer and Secretary | 2024 | 500,000 | — | 2,135,450 | 213,750 | 2,849,200 | | David Rodman, M.D. | 2025 | 533,000 | 25,000 | 1,322,906 | 323,798 | 2,204,704 | | Chief Medical Officer | 2024 | 520,000 | — | 2,135,449 | 222,300 | 2,877,749 |
Summary Compensation Table
__________________ (1)Annual base salary amounts for 2025 and 2024 were determined by the board of directors on February 13, 2025 and February 13, 2024, respectively. (2)The amounts reported reflect incremental performance bonus payments earned by our named executive officers. (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 2025 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 the “Option Awards” column represent the original options awards granted to Mr. Levy in 2025 and 2024. In 2025, a portion of these option awards were subsequently transferred pursuant to a domestic relations order. (5)The amounts reported in this column represent performance bonuses earned in each year that are paid in the following year.
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, 2025:
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 | 7/12/2022 | — | — | $— | — | 95,881(2)(3) | $3,479,521 | | | 2/9/2023 | 177,115 | 72,931(4) | $16.00 | 2/9/2033 | — | $— | | | 3/17/2023 | 68,612 | 31,188(4) | $15.44 | 3/17/2033 | — | $— | | | 2/13/2024 | 194,791 | 230,209(4) | $14.25 | 2/13/2034 | — | $— | | | 2/13/2025 | 118,749 | 451,251(5) | $10.20 | 2/13/2035 | — | $— | | Adam Levy (6) | 3/10/2022 | — | — | $— | — | 6,526(2) | $236,829 | | | 7/12/2022 | — | — | $— | — | 6,524(2)(3) | $236,756 | | | 2/9/2023 | 1,252 | 19,410(4) | $16.00 | 2/9/2033 | — | $— | | | 3/17/2023 | 515 | 4,373(4) | $15.44 | 3/17/2033 | — | $— | | | 2/13/2024 | 5,624 | 85,968(4) | $14.25 | 2/13/2034 | — | $— | | | 2/13/2025 | 6,355 | 129,319(5) | $10.20 | 2/13/2035 | — | $— | | David Rodman, M.D. | 7/12/2022 | 82,531(2)(7) | — | $1.08 | 7/11/2032 | — | $— | | | 2/9/2023 | 73,798 | 30,388(4) | $16.00 | 2/9/2033 | — | $— | | | 3/17/2023 | 13,750 | 6,250(4) | $15.44 | 3/17/2033 | — | $— | | | 2/13/2024 | 91,666 | 108,334(4) | $14.25 | 2/13/2034 | — | $— | | | 2/13/2025 | 35,416 | 134,584(5) | $10.20 | 2/13/2035 | — | $— |
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 $36.29, which was the closing price of our common stock as of December 31, 2025, the last trading day of 2025. (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.” 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)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 vested 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. (4)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. (5)The stock option vests as to 1/48th of the total number of shares of common stock subject to the option on each monthly anniversary of the grant date, subject to the executive’s continuous service with us as of each such vesting date. (6)The amounts reported in the “Option Awards” and “Stock Awards” columns represent the portions of the original awards granted to Mr. Levy that he continues to hold as of December 31, 2025. In 2025, a portion of the awards he held were transferred pursuant to a domestic relations order. (7)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, 2025.
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, and amended further on February 19, 2026 for the issuance of stock options and restricted stock units in the Initial Grants and Annual Grants defined below. 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 shares of our common stock and restricted stock units with respect to such number of shares of the Company’s common stock as is determined by the board of directors and are issued on the date of such initial election or appointment (Initial Grants). The Initial Grants will vest in substantially equal monthly installments over three years in the case of stock options and substantially equal annual installments over three years in the case of restricted stock units, subject to the non-employee director’s continued service through such vesting dates. During 2025, non-employee directors received annual grants of options to purchase 32,900 shares of our common stock (Annual Grants) on the date of our 2025 annual meeting of our stockholders, vest 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), subject to the non-employee director’s continued service through such vesting date. Effective February 19, 2026, the non-employee director compensation program was amended for Annual Grants to be issued as stock options to purchase 8,300 shares of the Company’s common stock (with the same vesting terms) and 6,200 restricted stock units. Each Annual Grant issued as restricted stock units will vest on the earlier of the anniversary date of the grant or the date of the next occurring annual meeting, subject to the non-employee director’s continued service through such vesting date. 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). 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. 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, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Srinivas Akkaraju, M.D., Ph.D. | 45,884 | 247,043 | 292,927 | | Derek DiRocco, Ph.D. | 57,500 | 247,043 | 304,543 | | Alexander Gold, M.D. | 58,233 | 247,043 | 305,276 | | Daphne Karydas | 60,000 | 247,043 | 307,043 | | Glenn P. Sblendorio | 84,267 | 247,043 | 331,310 | | Brian Taylor Slingsby, M.D., Ph.D., M.P.H. (3) | — | 247,043 | 247,043 |
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 2025 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. (2)The number of stock options outstanding as of December 31, 2025 held by each non-employee director was as follows: Dr. Akkaraju: 98,900; Dr. DiRocco: 98,900; Dr. Gold: 42,225; Ms. Karydas: 83,900; Mr. Sblendorio: 98,900; and Dr. Slingsby: 0. (3)Dr. Slingsby’s Annual Grant was subsequently transferred to Catalys Pacific Fund, LP, pursuant to an option transfer agreement between Dr. Slingsby and Catalys Pacific Fund, LP. Beginning in 2025, Dr. Slingsby elected to waive all cash compensation otherwise payable under the Company’s non‑employee director compensation program. As a result of this voluntary waiver, the director received no cash fees for service during 2025.