Daphne Karydas
About Daphne Karydas
Daphne Karydas, age 52, has served on the Mineralys Therapeutics, Inc. (MLYS) board since September 2023 and is currently the Audit Committee Chair and an SEC-defined “audit committee financial expert.” She is President & CFO of Flare Therapeutics (since October 2021), holds B.A. and M.S. degrees in chemical engineering from MIT, and an MBA from Harvard Business School . She is a Class III director with a term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flare Therapeutics Inc. | President & CFO | Oct 2021 – present | Senior finance/operator experience |
| Syndax Pharmaceuticals, Inc. | CFO | Jul 2020 – Oct 2021 | Led finance at clinical-stage biotech |
| Allergan plc | SVP, Corporate Strategy & FP&A; previously SVP, Global IR & Strategy | Apr 2017 – May 2020 | Oversaw long-term financial/business strategy; led investor relations |
| J.P. Morgan Asset Management | Executive Director & Senior Healthcare Analyst | Jan 2015 – Apr 2017 | Buy-side healthcare coverage |
| The Boston Company Asset Management (BNY Mellon) | Portfolio Manager & Senior Healthcare Analyst | Prior to 2015 (dates not specified) | Buy-side healthcare portfolio mgmt |
| Goldman Sachs Asset Management / Investment Banking | Vice President; member of healthcare IB team | Prior to TBCAM (dates not specified) | Buy-side/sell-side healthcare experience |
| Merck & Co. | Project Chemical Engineer (vaccines process development) | Early career | Technical operations background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| COMPASS Pathways plc | Director | Since Sep 2023 | Public company board experience |
| LogicBio Therapeutics | Director (prior) | Until acquisition by Alexion (Oct 2022) | Prior public company board |
| Eucrates Biomedical Acquisition Corp. | Director (prior) | May 2020 – Apr 2023 | SPAC board experience |
Board Governance
- Committees: Audit (Chair), Compensation, and Nominating & Corporate Governance exist; Karydas is Audit Chair since May 22, 2024; audit members: Karydas (Chair), DiRocco, Sblendorio; all independent, and Karydas designated “audit committee financial expert” .
- Meeting cadence and attendance: Board met six times in FY2024; each director attended at least 75% of board and committee meetings; Audit Committee met five times .
- Annual meeting attendance: No director attended the 2024 annual stockholder meeting (company encourages but does not require attendance) .
- Risk oversight: Audit reviews financial risks including ESG/cyber; Compensation monitors risk in pay programs; Nominating manages independence, disclosure, conflicts; Board receives committee reports .
Fixed Compensation
| Component (2024 Program) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Non-employee director retainer |
| Audit Chair retainer | 15,000 | 2024 program chair fees |
| Audit member retainer | 7,500 | 2024 program member fees |
| Compensation Chair/member | 10,000 / 5,000 | 2024 program |
| Nominating Chair/member | 8,000 / 4,000 | 2024 program |
| Director (2024) | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Daphne Karydas | 55,000 | 197,314 | 252,314 |
| Component (Amended program effective Jan 1, 2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Non-employee director retainer |
| Chair add’l retainer (Chairman/Lead Independent) | 32,500 | Paid in Feb each year |
| Committee chair retainer (Audit/Comp/Nom-Gov) | 20,000 / 15,000 / 10,000 | 2025 program |
| Committee member retainer (Audit/Comp/Nom-Gov) | 10,000 / 7,500 / 5,000 | 2025 program |
- Mix observation: For 2024, ~22% cash ($55k) and ~78% equity grant-date fair value ($197k) for Karydas, aligning compensation with long-term equity .
Performance Compensation
| Equity Award | Shares | Grant Date | Vesting | Exercise Price | Notes |
|---|---|---|---|---|---|
| Annual Grant (2024 program) | 22,000 | May 22, 2024 | Monthly over 12 months | FMV on grant | Applies to non-employee directors |
| Initial Grant (2024 program) | 44,000 | On appointment | Monthly over 3 years | FMV on grant | For newly appointed directors (e.g., Gold) |
| Annual Grant (2025 program) | 32,900 | Annual meeting date | Monthly over 12 months | FMV on grant | Unvested portion accelerates at next annual meeting if prior |
| Initial Grant (2025 program) | 65,800 | On appointment | Monthly over 3 years | FMV on grant | 2025 plan terms |
- Change-in-control: Director equity vests upon change in control; also vests if not presented as nominee, not re-elected, death or disability .
- Clawback: Company clawback policy applies to incentive-based compensation for executive officers (not directors), effective Oct 2023, recovery in restatement scenarios per Nasdaq rules .
Other Directorships & Interlocks
| Company | Relationship to MLYS | Potential Interlock/Conflict |
|---|---|---|
| COMPASS Pathways plc (public) | External directorship | No MLYS transaction disclosed involving COMPASS |
| Flare Therapeutics (private) | President & CFO | No related-party transactions with MLYS disclosed |
| LogicBio Therapeutics (public, prior) | External directorship | No current interlock (acquired Oct 2022) |
| Eucrates Biomedical Acquisition Corp. (SPAC, prior) | External directorship | No MLYS transaction disclosed |
Related-party oversight: Audit Committee reviews and approves related-party transactions per charter . The proxy’s related party section does not identify any transactions involving Karydas .
Expertise & Qualifications
- Financial expertise: Audit Chair; SEC-defined “audit committee financial expert” with Nasdaq “financial sophistication” .
- Strategic/operator: CFO experience (Flare; previously Syndax), corporate strategy/FP&A leadership at Allergan .
- Capital markets: Buy-side and asset management background (JPM AM, BNY Mellon), investor relations leadership .
- Technical foundation: Chemical engineering degrees (MIT); vaccines process engineering at Merck .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Daphne Karydas | 54,669 | <1% | Includes 54,669 shares issuable upon exercise of options within 60 days of Mar 25, 2025 |
- Hedging/pledging: Company policy prohibits pledging and hedging (collars, swaps, etc.), margin purchases, short sales, and derivatives in Company stock .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy; not discussed (no mention).
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| 2024 (proxy coverage) | — | No Section 16 delinquency reported for Karydas | — | — | Proxy enumerates delinquencies for others; none for Karydas |
Governance Assessment
-
Strengths:
- Independent director with deep finance and biopharma operating experience; designated audit financial expert; chairs Audit Committee—enhances financial reporting oversight and auditor independence .
- Active committee structure and meeting cadence; Audit met five times; board-wide 75%+ attendance signals engagement .
- Equity-heavy director compensation aligns with shareholder outcomes; standard cash retainer with modest chair/membership premia .
- Robust insider trading policy (no hedging/pledging), and Audit Committee responsibility for related-party oversight .
-
Watch items / potential conflicts:
- External operator role (President & CFO, Flare Therapeutics) and other board service (COMPASS) increase time commitments; monitor attendance and potential informational interlocks—no related-party transactions disclosed with these entities in proxy .
- No directors attended the 2024 annual meeting; while non-mandatory, absence may be viewed negatively by some investors; consider future attendance optics .
-
RED FLAGS:
- None specifically tied to Karydas in proxy (no Section 16 issues; no related-party transactions disclosed; prohibited pledging/hedging policy in place) .