Chrysa Mineo
Cidara TherapeuticsAbout Chrysa Mineo
Independent director (age 60) serving on CDTX’s Board since March 2018. Former corporate development lead at Receptos (2009–2015) with prior business development roles at Neurocrine (1997–2009), and earlier research/marketing/business development positions at Amgen, DNAX, Schering‑Plough, and Baxter. Education: B.S. Zoology (UC Davis) and MBA (Duke Fuqua). External engagements include co‑founder of Alume Biosciences (private), member of the Director’s Council at Scripps Institution of Oceanography, and board member at the San Diego Natural History Museum .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Receptos, Inc. | Led corporate development | 2009–2015 | Strategic transactions execution; company acquired by Celgene (now BMS) in 2015 |
| Neurocrine Biosciences, Inc. | Business development roles (increasing responsibility) | 1997–2009 | Partnering, BD leadership |
| Amgen; DNAX Research Institute; Schering‑Plough; Baxter Biotech | Research, marketing, business development roles | Not stated | Early career functional breadth across R&D and commercialization |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Alume Biosciences, Inc. | Co‑founder | Private biotech | Entrepreneurial founding experience |
| Scripps Institution of Oceanography | Director’s Council member | Academic advisory | External science governance exposure |
| San Diego Natural History Museum | Board member | Non‑profit | Community and governance experience |
Board Governance
- Independence: Board affirms all directors except the CEO are independent under Nasdaq rules; Mineo is independent .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held 5 executive sessions .
- Committee assignments:
- Audit Committee member (committee chaired by Daniel Burgess)
- Compensation & Human Capital Committee member (committee chaired by Theodore R. Schroeder)
- Not a member of Nominating & Governance Committee
| Committee | Membership | Chair Role |
|---|---|---|
| Audit | Member | No (Chair: Daniel Burgess) |
| Compensation & Human Capital | Member | No (Chair: Theodore R. Schroeder) |
| Nominating & Governance | Not a member | — |
Fixed Compensation
| Component (Policy, amended Dec 2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | $70,000 for Chair of the Board (not applicable to Mineo) |
| Audit Committee member retainer | $10,000 | Increased from $9,000 in Dec 2024 |
| Compensation Committee member retainer | $7,500 | Unchanged in Dec 2024 |
| Nominating & Governance Committee member retainer | $5,000 | Increased from $4,000 in Dec 2024 |
| Audit Committee chair retainer | $20,000 | In lieu of member retainer |
| Compensation Committee chair retainer | $15,000 | In lieu of member retainer |
| Nominating & Governance chair retainer | $10,000 | In lieu of member retainer |
| 2024 Actual Director Compensation (Mineo) | Amount ($) | Description |
|---|---|---|
| Fees earned/paid in cash | $56,500 | Board/committee retainers for 2024 |
| Option awards (grant date fair value) | $334,604 | Includes one‑time stock option grant (see below) |
| Total | $391,104 | Cash + equity fair value |
Performance Compensation
- Structure: Non‑employee director equity is delivered via stock options; automatic initial and annual grants; time‑based vesting; full acceleration on change of control per policy .
- 2024 additional grant: Company granted one‑time stock options to certain directors, including Mineo (19,000 shares) with equal monthly vesting over 3 years .
| Equity Award | Shares/Terms | Vesting | Change‑of‑Control | Source |
|---|---|---|---|---|
| Initial director option (policy) | 22,200 shares | 1/3 on 1st anniversary; remainder monthly over next 2 years | Full acceleration | |
| Annual director option (policy) | 11,100 shares (pro‑rated for partial year) | Single cliff on earlier of 1st anniversary or the day before next annual meeting | Full acceleration | |
| One‑time option grant (Dec 2024) | 19,000 shares (Mineo) | Equal monthly over 3 years | Not separately stated; plan/policy provides acceleration terms |
No performance‑based metrics are disclosed for director equity awards; vesting is service/time‑based per the director compensation policy .
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| Public company boards | None disclosed for Mineo | — | Biography lists no public boards |
| Alume Biosciences | Co‑founder | Private | Founder role; no related‑party transaction disclosures involving Mineo |
| Scripps Institution of Oceanography | Director’s Council | Academic | Advisory role |
| San Diego Natural History Museum | Board member | Non‑profit | Governance role |
- Related‑party transactions: Company policy excludes director compensation from “related‑person transactions” definitions; the summary of related‑person transactions since Jan 1, 2023 does not list director‑related transactions beyond compensation .
Expertise & Qualifications
- Strategic transactions and BD leadership (Receptos, Neurocrine) .
- Cross‑functional experience in research, marketing, and BD at large pharma/biotech (Amgen, DNAX, Schering‑Plough, Baxter) .
- Entrepreneurial and non‑profit governance exposure (Alume; SDNHM) .
- Independent director; participates in audit and compensation oversight .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common) | 12,667 shares (less than 1%) | Footnote: shares exercisable within 60 days via options |
| Options exercisable within 60 days | 12,667 shares | As of April 21, 2025 |
| Total options held (aggregate, 12/31/2024) | 28,500 shares | Aggregate options count at year‑end |
| Shares outstanding (record date) | 12,546,698 shares | Reference denominator for % ownership |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | No margin accounts or pledges; no short sales or derivatives |
Governance Assessment
- Board effectiveness: Mineo is an active independent director with dual committee responsibilities (Audit; Compensation & Human Capital). Audit participation and signature on the audit committee report indicate engagement with financial reporting and risk oversight .
- Independence and attendance: Independent under Nasdaq standards; attendance threshold met in 2024 with regular independent executive sessions—supportive of oversight quality .
- Incentives and alignment: Director pay mix is equity‑heavy post‑Dec 2024 policy changes (larger automatic option grants; one‑time grant in 2024), which better aligns long‑term incentives but increases equity overhang and potential dilution; the plan explicitly prohibits option repricing and embeds clawback provisions—good governance features .
- Potential conflicts: External roles are private/non‑profit with no related‑party transactions disclosed involving Mineo; insider policy prohibits hedging/pledging—reduces alignment risks .
Red flags / Watch items
- Structural increase in director option grant sizes (initial and annual) starting Dec 2024; coupled with one‑time grants in 2024 (Mineo: 19,000 shares) warrants monitoring of director equity dilution over time .
- Company capital strategy includes significant additional share authorization and a large increase to the 2024 Equity Incentive Plan share reserve—macro dilution context for all equity awards (including directors) .