David Rodman
About David Rodman
David Rodman, M.D., age 69, has served as Chief Medical Officer of Mineralys Therapeutics (MLYS) since January 2021; he earned his M.D. from the University of Pennsylvania and is board certified in Internal Medicine, Pulmonary Medicine, and Critical Care Medicine, with prior senior roles at Vertex Pharmaceuticals and Novartis Institutes for BioMedical Research . Mineralys is a clinical-stage, pre-revenue company; FY 2024 EBITDA was -$192.36 million* (*Values retrieved from S&P Global). The company’s FY 2024 10-K emphasizes execution across pivotal hypertension trials (Launch-HTN and Advance-HTN), CKD and OSA programs, and disciplined capital deployment—key performance levers for executive incentives and value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| miRagen Therapeutics | Senior roles | Not disclosed | Clinical development leadership and cross-functional program oversight |
| Vertex Pharmaceuticals | Senior roles | Not disclosed | Late-stage development and translational execution |
| Novartis Institutes for BioMedical Research | Senior roles | Not disclosed | Research leadership in cardiovascular/respiratory domains |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Heart Association | Established Investigator and Fellow | Not disclosed | Scientific recognition and network credibility |
| American Society for Clinical Investigation | Elected Member | Not disclosed | Peer recognition and professional influence |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $411,458 | $500,000 | $520,000 |
| Target Bonus (%) | 25% | 45% | 45% |
| Actual Bonus Payout (% of Target) | 115% | 95% | 95% |
| Non-Equity Incentive Plan ($) | $119,241 | $213,750 | $222,300 |
Notes:
- The board raised executive bonus payout percentages to 115% in 2022; bonuses paid in the following year .
- Corporate goals for bonus determinations covered clinical, nonclinical, regulatory, manufacturing, business development, and financing milestones .
Performance Compensation
Annual Cash Incentive Structure
| Element | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Performance Metrics | Clinical, nonclinical, regulatory, manufacturing, BD, financing | Clinical, nonclinical, regulatory, manufacturing, BD, financing | Clinical, nonclinical, regulatory, manufacturing, BD, financing |
| Target (% of Salary) | 25% | 45% | 45% |
| Actual Payout (% of Target) | 115% | 95% | 95% |
| Payout Timing | Paid following year | Paid following year | Paid following year |
Equity Awards — Grants, Terms, and Vesting
| Grant Date | Instrument | Shares | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/12/2021 | Stock option | 240,827 (2023 table) ; 5,018 unexercisable (2024 table) | $0.54 | 3/11/2031 | 25% at 1-year; then monthly for 36 months; early exercise feature |
| 7/12/2022 | Stock option | 304,730 (plan terms); 134,926 exercisable (2024 table) | $1.08 | 7/11/2032 | 25% at 1-year; then monthly; early exercise feature |
| 2/9/2023 | Stock option | 104,186 (grant size) | $16.00 | 2/9/2033 | 25% at 1-year; then monthly |
| 3/17/2023 | Stock option | 20,000 | $15.44 | 3/17/2033 | 25% at 1-year; then monthly |
| 2/13/2024 | Stock option | 200,000 | $14.25 | 2/13/2034 | 25% at 1-year; then monthly |
Change-in-control acceleration:
- Dr. Rodman’s 3/12/2021 option is subject to accelerated vesting upon a change in control (single-trigger) . Time-based awards generally accelerate on a qualifying termination in the change-in-control period (double-trigger), with caveats for pre-IPO awards .
Observations:
- As of 12/31/2024, the closing price used for restricted stock valuation was $12.31; options with strikes at $14.25, $15.44, and $16.00 were out-of-the-money at year-end, tempering near-term exercise incentives .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/25/2025) | 340,872 shares; less than 1% of outstanding |
| Includes | 170,003 shares issuable upon option exercise within 60 days |
| Outstanding Awards (12/31/2024 snapshot) | 3/12/2021: 5,018 unexercisable; 7/12/2022: 134,926 exercisable; 2/9/2023: 47,751 exercisable / 56,435 unexercisable; 3/17/2023: 8,750 exercisable / 11,250 unexercisable; 2/13/2024: 200,000 unexercisable |
| Hedging/Pledging | Prohibited for officers and directors (no margin, short sales, derivatives, pledging) |
| Ownership Guidelines | Not disclosed in proxy |
Insider selling pressure:
- Delinquent Section 16(a) note lists Form 4 issues for other insiders; no late filings or flagged trades disclosed for Dr. Rodman, suggesting no unusual trading concerns reported in 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Letter | Entitled to base salary (historically set by board) and annual bonus at target %; Dr. Rodman initially at 25% target, subsequently 45% |
| Severance (outside change-in-control) | 9 months base salary paid over severance period; lump-sum pro-rated target bonus; time-based equity vests as if employed through severance period; COBRA premiums paid/reimbursed through severance period |
| Severance (change-in-control period) | 12 months base salary; lump-sum target bonus (CEO is 150%; Rodman: target amount); acceleration of time-based equity (pre-IPO awards for Rodman accelerate only upon termination within 12 months after CoC); COBRA premiums paid/reimbursed through severance period |
| Change-in-control period | Termination without cause or resignation for good reason within 3 months prior to or 12 months after change in control |
| Definitions | “Cause” and “Good Reason” per employment letters; “Change in Control” per 2023 Plan |
| Non-solicit | One-year post-termination non-solicitation covenant |
| Clawback | Nasdaq-compliant clawback policy adopted Oct 2023; recovery of incentive-based compensation for 3 fiscal years in event of material accounting restatement |
| 401(k) | Eligible; company provides 4% matching contribution |
| Tax Gross-ups | None disclosed; “best pay cap” applies to 280G excise tax to optimize after-tax benefit |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | N/A* | N/A* | N/A* |
| EBITDA ($) | N/A* | N/A* | -192,360,000* |
*Values retrieved from S&P Global.
Program execution highlights:
- Pivotal hypertension trials (Launch-HTN randomized 1,083; Advance-HTN randomized 285) with topline readouts expected 1H 2025; Explore-CKD randomized 60; IND cleared for Explore-OSA in Jan 2025 .
Investment Implications
- Pay-for-performance alignment: Cash bonuses are formulaic with clear corporate goal frameworks and consistently calibrated payouts (95% in 2023–2024; 115% in 2022), indicating disciplined committee oversight tied to clinical and operational milestones .
- Equity incentives and retention: Significant unvested options, including 200,000 from 2/13/2024, vest over three years (25%/36-months); with several tranches out-of-the-money at 12/31/2024, near-term exercise pressure is muted, supporting retention while preserving upside leverage upon successful data catalysts .
- Change-in-control economics: Double-trigger severance (12 months base + target bonus) and equity acceleration of time-based awards, plus single-trigger acceleration for the 3/12/2021 option, provide market-standard protection without egregious multiples; 280G “best pay cap” reduces shareholder-unfriendly gross-up risks .
- Trading and alignment safeguards: Strict prohibitions on hedging and pledging, and an adopted clawback policy, lower governance risk and improve incentive integrity .
- Execution risk: Mineralys remains pre-revenue with FY 2024 EBITDA of -$192.36 million*, making upcoming pivotal readouts central to value creation; Dr. Rodman’s clinical leadership in hypertension/CKD/OSA programs is a primary lever for future compensation outcomes and stock performance (*Values retrieved from S&P Global).