Adam Levy
About Adam Levy
Adam Levy, 46, is Chief Financial Officer and Secretary of Mineralys Therapeutics, Inc. (MLYS), a role he has held since March 2022; he also served as Chief Business Officer from March 2022 through January 4, 2024. He holds a B.S. in Business Management and Marketing from Cornell University and previously spent 16 years in investment banking at Merrill Lynch, Jefferies, and Wedbush before senior operating roles in biotech. He also serves on the board of Praxis Bioresearch .
Prior roles include CFO of Sanifit Therapeutics (acquired by Vifor Pharma in 2022), CBO of Brickell Biotech (led the finance transition to Nasdaq), and CBO of miRagen Therapeutics, with broad responsibilities across finance, IR, BD, legal/IP, PMO, and HR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sanifit Therapeutics | Chief Financial Officer | Until 2022 (acquired by Vifor Pharma) | Led finance through acquisition by Vifor Pharma |
| Brickell Biotech | Chief Business Officer | 2019–2020 | Led finance transition as company listed on Nasdaq |
| miRagen Therapeutics | Chief Business Officer | 2016–2019 | Oversaw finance, IR, BD, legal/IP, program mgmt, HR |
| Merrill Lynch; Jefferies; Wedbush | Investment Banking roles | 2000–2016 | 16 years financing and advisory experience in healthcare |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Praxis Bioresearch | Director | As of 2025 | Current public directorship noted in MLYS 10-K |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 450,000 | 500,000 |
| Target bonus (% of salary) | 40% initially; increased to 45% post-period | 45% |
| Bonus payout (% of target) | 95% | 95% |
| Non-Equity Incentive Plan Compensation ($) | 171,000 | 213,750 |
| Bonus ($) – incremental adjustment | 21,375 (due to 2023 target increase to 45%) | — |
Notes:
- MLYS is an Emerging Growth Company and does not provide a CD&A; bonus programs are tied to annual corporate goals across clinical, nonclinical, regulatory, manufacturing, business development, and financing milestones; payout was set at 95% of target for 2023 and 2024 .
Performance Compensation
Annual Bonus Plan Design
| Year | Metric framework | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2023 | Corporate goals across clinical, nonclinical, regulatory, manufacturing, BD, financing | Not disclosed | 40% (raised to 45% post-period) of base | 95% of target | $171,000 NICP + $21,375 incremental bonus |
| 2024 | Corporate goals across clinical, nonclinical, regulatory, manufacturing, BD, financing | Not disclosed | 45% of base | 95% of target | $213,750 NICP |
Equity Awards – Grants and Vesting
| Grant date | Type | Shares/Options | Exercise price | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/10/2022 | Restricted Stock | 97,000 | — | — | Amended in IPO: portion that would have vested on or before 6/10/2024 vested 6/10/2024; then 3/48ths quarterly on 7/10, 10/10, 1/10, 4/10 until fully vested; single-trigger vesting upon change in control under 2020 Plan |
| 7/12/2022 | Restricted Stock | 172,117 | — | — | Same amendment and schedule as above; single-trigger vesting upon change in control |
| 2/9/2023 | Stock Options | 97,518 | $16.00 | 2/9/2033 | 25% after 1 year; remaining monthly over 36 months |
| 3/17/2023 | Stock Options | 20,000 | $15.44 | 3/17/2033 | 25% after 1 year; remaining monthly over 36 months |
| 2/13/2024 | Stock Options | 200,000 | $14.25 | 2/13/2034 | 25% after 1 year; remaining monthly over 36 months |
Equity Ownership & Alignment
Beneficial Ownership (most recent)
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Adam Levy | 322,995 | <1% | Includes 68,200 shares subject to repurchase and 96,898 options exercisable within 60 days |
- Anti-hedging/pledging: Company policy prohibits pledging and hedging (collars, swaps, exchange funds, forward sales), margin purchases, short sales, and derivatives in company stock .
- Clawback: Clawback policy adopted Oct 2023; mandates recovery of excess incentive compensation upon an accounting restatement (last 3 years), pre-tax, subject to limited exceptions .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant date | Exercisable options | Unexercisable options | Strike | Expiration | Unvested RSAs | Market value of unvested RSAs |
|---|---|---|---|---|---|---|
| 2/9/2023 | 44,695 | 52,823 | $16.00 | 2/9/2033 | — | — |
| 3/17/2023 | 8,750 | 11,250 | $15.44 | 3/17/2033 | — | — |
| 2/13/2024 | — | 200,000 | $14.25 | 2/13/2034 | — | — |
| 3/10/2022 | — | — | — | — | 53,889 | $663,374 (at $12.31 close) |
| 7/12/2022 | — | — | — | — | 53,788 | $662,130 (at $12.31 close) |
Notes:
- RSAs from 2022 vest upon a change in control (single trigger) under the 2020 Plan .
- Time-based option awards accelerate upon certain qualifying terminations as described below .
Employment Terms
| Provision | Outside change-in-control (CiC) | Within CiC period (3 months prior to or 12 months after CiC) |
|---|---|---|
| Severance cash | 9 months base salary (Levy) | 12 months base salary (Levy) |
| Bonus treatment | Pro-rated target bonus (lump sum) | Target bonus (lump sum) |
| Equity acceleration | Time-based awards accelerate as if employed through severance period | Time-based awards accelerate (pre-IPO awards have nuances for certain execs; Levy’s 2022 RSAs also vest upon CiC per plan) |
| COBRA | Company-paid/reimbursed until severance end or earlier eligibility | Same |
| Triggers | Without cause or for good reason | Without cause or for good reason during CiC period |
| 280G | “Best pay cap” reduction if more favorable after-tax | Same |
| Restrictive covenants | 1-year post-termination non-solicit; standard PIIA | Same |
| Definitions | Cause/good reason defined in employment letter and plan | Same |
Other elements:
- Perquisites: “We generally do not provide perquisites or personal benefits” to NEOs, except limited circumstances .
- EGC status: MLYS is an Emerging Growth Company; no say-on-pay vote required .
Compensation Structure Analysis
- Cash vs. equity mix: Base increased from $450k (2023) to $500k (2024), while option grant-date fair value rose from $1.53M (2023) to $2.14M (2024), indicating a greater at-risk equity component year over year .
- Bonus consistency: Payouts were 95% of target in both 2023 and 2024, with a 2023 incremental bonus after the board increased Levy’s target from 40% to 45% post-period .
- Award structures: 2022 RSAs include single-trigger CIC vesting (potential sale-related selling pressure), while options follow standard 4-year vesting and accelerate on a double-trigger basis per severance terms .
- Governance protections: Company prohibits pledging/hedging and adopted a clawback policy in Oct 2023 aligned with Nasdaq rules .
Board/Committee Context (for compensation oversight)
- Compensation Committee membership (as of Feb 13, 2025): Dr. Alexander Gold (Chair), Dr. Brian Taylor Slingsby, and Dr. Derek DiRocco .
Performance & Track Record
- Role in advancing pipeline/commercial preparations: As CFO, Levy has been a visible spokesperson in external forums discussing pivotal data and commercialization path for lorundrostat and related trial readouts, reflecting operational readiness for NDA and launch planning .
Investment Implications
- Alignment and retention: Significant unvested equity (options and RSAs) plus double-trigger vesting on options supports retention; single-trigger vesting on 2022 RSAs at CIC creates potential incremental near-term selling pressure on deal close (mitigated by anti-hedging/pledging policy) .
- Pay-for-performance: Bonus outcomes tied to corporate goals with 95% payouts in 2023–2024 suggest moderate rigor; 2023 post-period target increase produced an incremental bonus, a discretionary element investors should monitor in future years .
- Change-in-control economics: For Levy, 12 months’ salary + target bonus and full acceleration of time-based equity on a qualifying CIC termination are standard for small-cap biotech CFOs; presence of a 280G “best pay cap” avoids tax gross-ups that shareholders often view negatively .
- Experience breadth: Deep financing and BD background (banking + multiple operating CFO/CBO roles) is accretive for capital markets execution and partnering; current board role at Praxis may broaden industry connectivity .